Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | 26 CAPITAL ACQUISITION CORP. | ||
Trading Symbol | ADER | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 267,025,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001822912 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39900 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2695910 | ||
Entity Address, Address Line One | OfficeEdge Miami | ||
Entity Address, Address Line Two | 701 Brickell Avenue Suite 1550 | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33131 | ||
City Area Code | (305) | ||
Local Phone Number | 709-6664 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 100 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 27,500,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 6,875,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash | $ 1,508,283 | $ 174,193 | |
Prepaid expenses | 260,959 | ||
Deferred offering costs | 125,550 | ||
Total current assets | 1,769,242 | 299,743 | |
Investments held in Trust Account | 275,016,371 | ||
Total Assets | 276,785,613 | 299,743 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 1,880,348 | 761 | |
Due to related party | 326 | ||
Promissory note - related party | 1,500,000 | 275,000 | |
Total current liabilities | 3,380,674 | 275,761 | |
Warrant liability | 14,177,394 | ||
Deferred underwriting discount | 9,625,000 | ||
Total liabilities | 27,183,068 | 275,761 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, 27,500,000 shares and 0 shares at redemption value at December 31, 2021 and 2020, respectively | 275,000,000 | ||
Stockholders’ (Deficit) Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none shares issued and outstanding (excluding 27,500,000 shares and 0 shares at redemption value of $10.00) at December 31, 2021 and 2020, respectively | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,875,000 shares and 6,900,000 (1) shares issued and outstanding at December 31, 2021 and 2020, respectively | [1] | 688 | 690 |
Additional paid-in capital | 24,310 | ||
Accumulated deficit | (25,398,143) | (1,018) | |
Total Stockholders’ (Deficit) Equity | (25,397,455) | 23,982 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ (Deficit) Equity | $ 276,785,613 | $ 299,743 | |
[1] | Included up to 900,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 20, 2021, the Sponsor forfeited 25,000 founder shares to the extent that the over-allotment option was not exercised in full by the underwriters, resulting in an aggregate of 6,875,000 founder shares outstanding. (See Note 5) |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 27,500,000 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 6,875,000 | 6,900,000 |
Common stock, shares outstanding | 6,875,000 | 6,900,000 |
Statements of Operations
Statements of Operations - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 1,018 | $ 3,139,389 |
Loss from operations | (1,018) | (3,139,389) |
Other income (expense): | ||
Offering expenses related to warrant issuance | (1,021,001) | |
Loss on sale of private placement warrants | (2,422,739) | |
Unrealized gain on change in fair value of warrants | 13,719,533 | |
Trust interest income | 16,371 | |
Total other income (expense) | 10,292,164 | |
Net income (loss) | $ (1,018) | $ 7,152,775 |
Weighted average shares outstanding, basic – Class A common stock (in Shares) | 26,068,493 | |
Basic and diluted net income per share – Class A common stock (in Dollars per share) | $ 0.22 | |
Weighted average shares outstanding, basic – Class B common stock (in Shares) | 6,000,000 | 6,829,452 |
Basic and diluted net income (loss) per common share – Class B common stock (in Dollars per share) | $ 0 | $ 0.22 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ (Deficit) Equity - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 24, 2020 | |||||
Balance (in Shares) at Aug. 24, 2020 | |||||
Class B common stock issued to Sponsor | $ 690 | 24,310 | 25,000 | ||
Class B common stock issued to Sponsor (in Shares) | 6,900,000 | ||||
Net income (loss) | (1,018) | (1,018) | |||
Balance at Dec. 31, 2020 | $ 690 | 24,310 | (1,018) | 23,982 | |
Balance (in Shares) at Dec. 31, 2020 | 6,900,000 | ||||
Forfeiture of 25,000 shares by initial stockholders | $ (2) | 2 | |||
Forfeiture of 25,000 shares by initial stockholders (in Shares) | (25,000) | ||||
Accretion for Class A common stock to redemption amount | (24,312) | (32,549,900) | (32,574,212) | ||
Net income (loss) | 7,152,775 | 7,152,775 | |||
Balance at Dec. 31, 2021 | $ 688 | $ (25,398,143) | $ (25,397,455) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,875,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ (Deficit) Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Forfeiture of shares | 25,000 |
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) | $ (1,018) | $ 7,152,775 |
Interest earned on investments held in Trust Account | (16,371) | |
Unrealized gain on change in fair value of warrants | (13,719,533) | |
Offering expenses related to warrant issuance | 1,021,001 | |
Loss on sale of private placement warrants | 2,422,739 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (260,959) | |
Due to related party | 326 | |
Accounts payable and accrued expenses | 761 | 2,005,137 |
Net cash used in operating activities | (257) | (1,394,885) |
Cash Flows from Investing Activities: | ||
Marketable securities held in Trust Account | (275,000,000) | |
Net cash used in investing activities | (275,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from IPO, net of underwriters’ fees | 269,500,000 | |
Proceeds from private placement | 7,500,000 | |
Proceeds from issuance of promissory note to Sponsor | 262,500 | 1,500,000 |
Repayment of promissory note to related party | (275,000) | |
Payments of offering costs | (88,050) | (496,025) |
Net cash provided by financing activities | 174,450 | 277,728,975 |
Net Change in Cash | 174,193 | 1,334,090 |
Cash – Beginning of period | 174,193 | |
Cash – End of period | 174,193 | 1,508,283 |
Non-cash investing and financing activities: | ||
Deferred underwriting commissions charged to additional paid-in capital | 9,625,000 | |
Forfeiture of 25,000 shares by initial stockholders | 2 | |
Accretion of Class A common stock to redemption value | 32,574,212 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | |
Deferred offering costs paid through promissory note – related party | $ 12,500 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parentheticals) | 12 Months Ended |
Dec. 31, 2021shares | |
Statement of Cash Flows [Abstract] | |
Forfeiture shares | 25,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Organization and General 26 Capital Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on August 24, 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 (“Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from August 24, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”), which is described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). The Company’s sponsor is 26 Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on January 14, 2021 (the “Effective Date”). On January 20, 2021, the Company consummated the IPO of 27,500,000 units (including 3,500,000 units subject to the underwriters’ over-allotment option) (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $275,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor (“Private Placement”), generating total gross proceeds of $7,500,000. Transaction costs amounted to $15,621,025 consisting of $5,500,000 of underwriting discount, $9,625,000 of deferred underwriting discount, and $496,025 of other offering costs. Trust Account Following the closing of the IPO on January 20, 2021, $275,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds deposited in the Trust Account will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). If the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) not sell any of their founder shares or Public Shares to the Company in any tender offer the Company undertakes in connection with a proposed initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that its Sponsor would be able to satisfy those obligations. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Going Concern Consideration As of December 31, 2021, the Company had approximately $1.5 million in its operating bank account and working capital deficit of approximately $1.6 million. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $275,000 (see Note 5). The promissory note from the Sponsor was paid in full as of January 20, 2021. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). On December 8, 2021, the Company received $1,500,000 from the Sponsor under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by January 20, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 20, 2023. Management plans to address this uncertainty through the Business Combination as discussed under Note 7. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of the 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. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of warrant liabilities. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Investments Held in Trust Account At December 31, 2021, the Trust Account held $275,016,371 in treasury funds. 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 (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account and a trust account in a financial institution, which, at times, may exceed insurable limits. At December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480-10-S99 “Classification and Measurement of Redeemable Securities.” Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stocks are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that is considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 275,000,000 Less: proceeds allocated to Public Warrants (17,974,188 ) Less: Class A common stock issuance costs (14,600,024 ) Add: accretion of carrying value to redemption value 32,574,212 Class A common stock subject to possible redemption 275,000,000 Net Income Per Share of Common Stock The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 21,250,000 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 5,667,894 $ 1,484,881 $ — $ (1,018 ) Denominator: Weighted-average shares outstanding 26,068,493 6,829,452 — 6,000,000 Basic and diluted net income (loss) per share $ 0.22 $ 0.22 $ — $ (0.00 ) Offering Costs associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ (deficit) equity. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Deferred tax assets were de minimis at December 31, 2021. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is possible. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by Canada, the United Kingdom, the European Union, the U.S. and other countries and companies and organizations against officials, individuals, regions, and industries in Russia and Ukraine, and actions taken by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on the business or prospects of potential target technology companies in the northern part of Europe, where we intend to focus our search. Any such material adverse effect from the conflict and enhanced sanctions activity may include reduced trading and business activity levels, disruption of financial markets, increased costs, disruption of services, inability to complete financial or banking transactions, and inability to service existing or new customers in the region. Prolonged unrest, military activities, or broad-based sanctions, should they be implemented, could have a material adverse effect on the Company’s ability to complete the Business Combination. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt -debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -- Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements. Restatement of Previously Issued Financial Statements As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, subsequent to the Company’s Current Report on Form 8-K filed on January 26, 2021, the Company identified and corrected certain errors related to the Public Warrants and Private Placement Warrants (Collectively, the “Warrants”) in connection with the preparation of the financial statement for the 8-K balance sheet as of January 20, 2021. On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for the Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Because the Warrants meet the definition of a derivative under ASC 815-40, the Company has restated the balance sheet dated January 20, 2021 to classify the Warrants as liabilities at fair value, with subsequent changes in their fair values to be recognized in the statement of operations at each reporting date. The Company’s prior accounting treatment for the Warrants was equity classification rather than as derivative liabilities. Accounting for the Warrants as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants at their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants in the financial statements included herein (“Restatement”). The Restatement did not impact the Company’s cash, total stockholder’s equity, operating expense, net loss, or cash flows. As previously disclosed in the Company’s Quarterly Report on Form 10-Q/A for the period ended September 30, 2021, in connection with the preparation of the Company’s financial statements as of and for the period ended September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously valued its Class A common stock subject to possible redemption by adjusting the balance presented in temporary equity such that the Company’s total equity was not less than $ 5,000,001 $ 5,000,001 The impact of the restatement of the Company’s audited balance sheet as of January 20, 2021, the date the IPO closed, is reflected in the following table: January 20, 2021 As reported Adjustment Restated Warrant liability $ — $ 27,896,927 $ 27,896,927 Total liabilities 9,625,761 27,896,927 37,522,688 Class A common stock subject to possible redemption 261,902,890 13,097,110 275,000,000 Total Stockholders’ Equity (Deficit): Class A common stock 131 (131 ) — Additional paid-in capital 5,000,266 (5,000,266 ) — Accumulated deficit (1,076 ) (35,993,640 ) (35,994,716 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (40,994,037 ) $ (35,994,028 ) |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Proposed Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. Initial Public Offering Pursuant to the IPO on January 20, 2021, the Company sold 27,500,000 Units (including 3,500,000 units subject to the underwriters’ over-allotment option) at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half warrant to purchase one share of Class A common stock (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. An aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which only in direct U.S. government treasury obligations. As of December 31, 2021, $275,000,000 of the IPO proceeds was held in the Trust Account. Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. 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 its 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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its 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 Company’s 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, 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, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,500,000, in a private placement (the “Private Placement”). 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, (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, and (iii) they may be exercised by the holders on a cashless basis. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to offer redemption rights in connection with any proposed initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within the Combination Period, and (iv) not sell any of its founder shares or Public Shares to the Company in any tender offer the Company undertakes in connection with a proposed initial Business Combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock. In January 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 6,900,000 founder shares outstanding and held by the Sponsor (up to 900,000 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option is not exercised in full). On January 20, 2021, the Sponsor forfeited 25,000 founder shares to the extent that the over-allotment option was not exercised in full by the underwriters, resulting in an aggregate of 6,875,000 founder shares outstanding. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s 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 Company’s 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 its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On August 27, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of March 31, 2021 or the closing of the IPO. The loan would be repaid upon the closing of the IPO out of offering proceeds not held in the Trust Account. On January 20, 2021, the Company repaid $275,000 to the Sponsor. Related Party Loans 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. On December 8, 2021, the Company received $1,500,000 from the Sponsor under the Working Capital Loans. The Working Capital Loans was valued using the fair value method. The fair value of the note as of December 8, 2021 and December 31, 2021, was $1,500,000 (see Note 6). Administrative Service Fee The Company has agreed to pay its Sponsor, commencing on January 14, 2021, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company has incurred and paid $116,452 for the year ended December 31, 2021. For the period from August 24, 2020 (inception) through December 31, 2020, the Company did not incur any fees for these services. Due to Related Party The Sponsor or an affiliate of the sponsor occasionally incurs expenses on behalf of the Company. The liability is non-interest bearing, due on demand, and as of December 31, 2021, an aggregate of $326 remains payable. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
RECURRING FAIR VALUE MEASUREMENTS | NOTE 6. RECURRING FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 275,016,371 $ 275,016,371 $ - $ - Liabilities: Convertible promissory note – related party $ 1,500,000 - - $ 1,500,000 Warrant Liability $ 14,177,394 $ 9,073,625 $ - $ 5,103,769 Initial Measurement — Public Warrants The estimated fair value of the Public Warrants on January 20, 2021 was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Once the warrants become exercisable, the Company may redeem the outstanding warrants when the price per common stock equals or exceeds $18.00. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the Public Warrants were as follows at initial measurement: Input January 20, Expected term (years) 5.58 Expected volatility 24.4 % Risk-free interest rate 0.54 % Fair value of the common stock price $ 9.23 Subsequent Measurement — Public Warrants The Public Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants for the year ended December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2021, the aggregate value of Public Warrants was $9,073,625. Initial Measurement – Private Placement Warrants The estimated fair value of the Private Placement Warrants on January 20, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at initial measurement: Input January 20, Expected term (years) 5.58 Expected volatility 24.4 % Risk-free interest rate 0.54 % Fair value of the common stock price $ 9.23 Subsequent Measurement – Private Placement Warrants The subsequent measurement of the Private Placement Warrants is determined using Level 3 inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 31, 2021: Input December 31, Expected term (years) 5.26 Expected volatility 11.2 % Risk-free interest rate 1.28 % Fair value of the common stock price $ 9.85 The following table sets forth a summary of the changes in the fair value of the warrant liability for the year ended December 31, 2021: Private Public Warrant Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial fair value of warrant liability upon issuance at IPO 9,922,739 17,974,188 27,896,927 Revaluation of warrant liability included in other expense within the statements of operations for the year ended December 31, 2021 (4,818,970 ) (8,900,563 ) (13,719,533 ) Fair value as of December 31, 2021 $ 5,103,769 $ 9,073,625 $ 14,177,394 Convertible Promissory Note – Related Party The fair value of the option to convert the convertible promissory note into private warrants was valued utilizing a Monte Carlo model that values the embedded conversion feature. The estimated fair value of the convertible promissory note was based on the following significant inputs: December 8, 2021 December 31, Risk-free interest rate 1.30 % 1.28 % Weighted time to conversion (in years) 0.33 0.26 Expected volatility 14.1 % 11.2 % Fair value of the common stock price $ 9.88 $ 9.85 The following table presents the changes in the fair value of the Level 3 convertible promissory note: Fair value as of January 1, 2021 $ — Proceeds received through Convertible Promissory Note 1,500,000 Change in fair value — Fair value as of December 31, 2021 $ 1,500,000 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during year ended December 31, 2021 for the convertible promissory note. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 14, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters had a 45-day option beginning January 14, 2021 to purchase up to an additional 3,600,000 Units to cover over-allotments, if any. On January 20, 2021, the underwriter partially exercised the over-allotment option to purchase 3,500,000 Units, and paid a fixed underwriting discount in aggregate of $5,500,000. Additionally, the underwriters were entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $9,625,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Merger and Share Acquisition Agreement On October 15, 2021, the Company entered into an Agreement and Plan of Merger and Share Acquisition (the “Merger and Share Acquisition Agreement”) with Tiger Resort Asia Ltd., a Hong Kong private limited company (“TRA”), Tiger Resort, Leisure and Entertainment Inc., a Philippine corporation and a subsidiary of TRA (“TRLEI”), Okada Manila International Inc., a Philippine corporation which is currently a subsidiary of TRLEI (“OMI”), and Project Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of OMI (“Merger Sub” and with TRA, TRLEI, and OMI, the “UEC Parties”). On February 15, 2022, the Company and the UEC parties entered into Amendment No. 1 to the Merger and Share Acquisition Agreement. The Merger and Share Acquisition Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger and Share Acquisition Agreement, the “Transactions”), following the Reorganization and the Subscription (each as defined below): (a) at the closing of the transactions contemplated by the Merger and Share Acquisition Agreement (the “Closing”), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will be the surviving corporation and a wholly-owned subsidiary of OMI (the “Merger”); and (b) as a result of the Merger, among other things, all outstanding shares of common stock of the Company immediately prior to Closing (except with respect to certain specified shares) will be converted into and shall for all purposes represent only the right to subscribe for and purchase, pursuant to the Subscription Agreement (as defined herein) and a letter of transmittal and subscription confirmation, one validly issued, fully paid and non-assessable common share of OMI upon the exercise of such subscription right. Prior to the Closing, TRA will effect a reorganization of parts of its business (the “Reorganization”) in accordance with the Merger and Share Acquisition Agreement. Pursuant to the Reorganization, among other matters, OMI will become a direct subsidiary of TRA, TRLEI will become a wholly-owned direct subsidiary of OMI, and intercompany receivables (other than ordinary course trade receivables) due from TRLEI to TRA and certain of its affiliates will be contributed to OMI. The parties currently anticipate that the transaction will close prior to the resolution of all tax issues related to the Reorganization, which may result in OMI possessing only contractual rights over the shares of TRLEI for a period of time. Prior to Closing, but after the redemption of certain shares of the Company, the Company will, as agent acting on behalf of its stockholders, subscribe for OMI common shares of OMI, at a price equal to their par value of 0.05 Philippine pesos, with the cash payment for such American depositary shares being deemed made by and on behalf of the applicable stockholders of the Company (the “Subscription”). In order to fund the cash payment on behalf the applicable stockholders, the Company will, prior to Closing, declare and pay a cash dividend on the shares of common stock of the Company in the amount of 0.05 Philippine pesos per share of common stock of the Company, which amount will either be paid by the Company to OMI in accordance with the Subscription Agreement or paid to holders of the Company’s shares of common stock who elect not to participate in the Subscription (but have not elected to have their shares redeemed by the Company). The Transactions are subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (a) the absence of any order by a governmental authority of competent jurisdiction preventing the consummation of the Transactions, (b) the approval of the Merger, the Subscription and related matters by the stockholders of the Company, (c) the effectiveness of the registration statement filed by OMI with the SEC in connection with the Transactions, (d) the receipt of approval for listing of OMI’s common shares on NASDAQ, (e) the completion of the Reorganization, (f) the amendment of OMI’s organizational documents in accordance with the Merger and Share Acquisition Agreement, and (g) the dividend to fund the Subscription shall have been declared, or alternative financing for the Subscription arranged. The Merger and Share Acquisition Agreement may be terminated at any time prior to the Closing (a) by mutual written consent of the parties, (b) by either the Company or the UEC Parties in certain other circumstances set forth in the Merger and Share Acquisition Agreement, including, a breach by the other party or parties of their representations and warranties or covenants that would prevent the satisfaction of certain closing conditions, and (c) by either the Company or the UEC Parties (i) if any governmental authority shall have issued an order preventing consummation of the Transactions, (ii) in the event the Closing does not occur by July 1, 2022, and (iii) stockholders of the Company do not approve the Transactions as outlined in the Merger and Share Acquisition Agreement. |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ (DEFICIT) EQUITY | NOTE 8. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred Stock — Class A Common Stock — Class B Common Stock — The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale price of the Company’s 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 Company’s 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 its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its 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 and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). 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 Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2021 and 2020. The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 430,345 $ — Organizational costs/Startup expenses 38,562 214 Total deferred tax asset 468,907 214 Valuation allowance (468,907 ) (214 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2021 2020 Federal Deferred $ 468,693 $ 214 State Current — — Deferred — — Change in valuation allowance (468,693 ) (214 ) Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had a U.S. federal net operating loss carryover of approximately $183,629 and $0, respectively, available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 liabilities, 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. For the year ended December 31, 2021 and for the period from August 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $468,693 and $214, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Permanent difference (27.6 )% — % Change in valuation allowance 6.6 % (21.0 )% Income tax provision — % — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except as described below. On March 30, 2022, the Company and the UEC Parties entered into an amendment to the Merger and Share Acquisition Agreement (“Amendment No. 2”). Amendment No. 2 eliminates the requirement for OMI to amend the ground lease for Okada Manila in full prior to the closing of the Transactions contemplated by the Merger and Share Acquisition Agreement and instead provides for a portion of the amendment of the lease to occur after closing. Amendment No. 2 further allows for completion of the Reorganization prior to the recording in the stock and transfer book of TRLEI of the transfer of the shares of TRLEI from TRA to OMI. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Use of Estimates | Use of Estimates The preparation of the 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. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of warrant liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, the Trust Account held $275,016,371 in treasury funds. |
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 (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account and a trust account in a financial institution, which, at times, may exceed insurable limits. At December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480-10-S99 “Classification and Measurement of Redeemable Securities.” Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stocks are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that is considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 275,000,000 Less: proceeds allocated to Public Warrants (17,974,188 ) Less: Class A common stock issuance costs (14,600,024 ) Add: accretion of carrying value to redemption value 32,574,212 Class A common stock subject to possible redemption 275,000,000 |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 21,250,000 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 5,667,894 $ 1,484,881 $ — $ (1,018 ) Denominator: Weighted-average shares outstanding 26,068,493 6,829,452 — 6,000,000 Basic and diluted net income (loss) per share $ 0.22 $ 0.22 $ — $ (0.00 ) |
Offering Costs associated with the IPO | Offering Costs associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ (deficit) equity. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Deferred tax assets were de minimis at December 31, 2021. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is possible. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by Canada, the United Kingdom, the European Union, the U.S. and other countries and companies and organizations against officials, individuals, regions, and industries in Russia and Ukraine, and actions taken by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on the business or prospects of potential target technology companies in the northern part of Europe, where we intend to focus our search. Any such material adverse effect from the conflict and enhanced sanctions activity may include reduced trading and business activity levels, disruption of financial markets, increased costs, disruption of services, inability to complete financial or banking transactions, and inability to service existing or new customers in the region. Prolonged unrest, military activities, or broad-based sanctions, should they be implemented, could have a material adverse effect on the Company’s ability to complete the Business Combination. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt -debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -- Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, subsequent to the Company’s Current Report on Form 8-K filed on January 26, 2021, the Company identified and corrected certain errors related to the Public Warrants and Private Placement Warrants (Collectively, the “Warrants”) in connection with the preparation of the financial statement for the 8-K balance sheet as of January 20, 2021. On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for the Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Because the Warrants meet the definition of a derivative under ASC 815-40, the Company has restated the balance sheet dated January 20, 2021 to classify the Warrants as liabilities at fair value, with subsequent changes in their fair values to be recognized in the statement of operations at each reporting date. The Company’s prior accounting treatment for the Warrants was equity classification rather than as derivative liabilities. Accounting for the Warrants as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants at their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants in the financial statements included herein (“Restatement”). The Restatement did not impact the Company’s cash, total stockholder’s equity, operating expense, net loss, or cash flows. As previously disclosed in the Company’s Quarterly Report on Form 10-Q/A for the period ended September 30, 2021, in connection with the preparation of the Company’s financial statements as of and for the period ended September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously valued its Class A common stock subject to possible redemption by adjusting the balance presented in temporary equity such that the Company’s total equity was not less than $ 5,000,001 $ 5,000,001 The impact of the restatement of the Company’s audited balance sheet as of January 20, 2021, the date the IPO closed, is reflected in the following table: January 20, 2021 As reported Adjustment Restated Warrant liability $ — $ 27,896,927 $ 27,896,927 Total liabilities 9,625,761 27,896,927 37,522,688 Class A common stock subject to possible redemption 261,902,890 13,097,110 275,000,000 Total Stockholders’ Equity (Deficit): Class A common stock 131 (131 ) — Additional paid-in capital 5,000,266 (5,000,266 ) — Accumulated deficit (1,076 ) (35,993,640 ) (35,994,716 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (40,994,037 ) $ (35,994,028 ) |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A common stock | Gross proceeds $ 275,000,000 Less: proceeds allocated to Public Warrants (17,974,188 ) Less: Class A common stock issuance costs (14,600,024 ) Add: accretion of carrying value to redemption value 32,574,212 Class A common stock subject to possible redemption 275,000,000 |
Schedule of net income per common stock | For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 5,667,894 $ 1,484,881 $ — $ (1,018 ) Denominator: Weighted-average shares outstanding 26,068,493 6,829,452 — 6,000,000 Basic and diluted net income (loss) per share $ 0.22 $ 0.22 $ — $ (0.00 ) |
Schedule of restatement of audited balance sheet | January 20, 2021 As reported Adjustment Restated Warrant liability $ — $ 27,896,927 $ 27,896,927 Total liabilities 9,625,761 27,896,927 37,522,688 Class A common stock subject to possible redemption 261,902,890 13,097,110 275,000,000 Total Stockholders’ Equity (Deficit): Class A common stock 131 (131 ) — Additional paid-in capital 5,000,266 (5,000,266 ) — Accumulated deficit (1,076 ) (35,993,640 ) (35,994,716 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (40,994,037 ) $ (35,994,028 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of recurring fair value measurements | December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 275,016,371 $ 275,016,371 $ - $ - Liabilities: Convertible promissory note – related party $ 1,500,000 - - $ 1,500,000 Warrant Liability $ 14,177,394 $ 9,073,625 $ - $ 5,103,769 |
Schedule of fair value initial measurements | Input January 20, Expected term (years) 5.58 Expected volatility 24.4 % Risk-free interest rate 0.54 % Fair value of the common stock price $ 9.23 Input January 20, Expected term (years) 5.58 Expected volatility 24.4 % Risk-free interest rate 0.54 % Fair value of the common stock price $ 9.23 Input December 31, Expected term (years) 5.26 Expected volatility 11.2 % Risk-free interest rate 1.28 % Fair value of the common stock price $ 9.85 December 8, 2021 December 31, Risk-free interest rate 1.30 % 1.28 % Weighted time to conversion (in years) 0.33 0.26 Expected volatility 14.1 % 11.2 % Fair value of the common stock price $ 9.88 $ 9.85 |
Schedule of changes in the fair value of the warrant liability | Private Public Warrant Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial fair value of warrant liability upon issuance at IPO 9,922,739 17,974,188 27,896,927 Revaluation of warrant liability included in other expense within the statements of operations for the year ended December 31, 2021 (4,818,970 ) (8,900,563 ) (13,719,533 ) Fair value as of December 31, 2021 $ 5,103,769 $ 9,073,625 $ 14,177,394 |
Schedule of changes in the fair value of the Level 3 convertible promissory note | Fair value as of January 1, 2021 $ — Proceeds received through Convertible Promissory Note 1,500,000 Change in fair value — Fair value as of December 31, 2021 $ 1,500,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 430,345 $ — Organizational costs/Startup expenses 38,562 214 Total deferred tax asset 468,907 214 Valuation allowance (468,907 ) (214 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | December 31, 2021 2020 Federal Deferred $ 468,693 $ 214 State Current — — Deferred — — Change in valuation allowance (468,693 ) (214 ) Income tax provision $ — $ — |
Schedule of effective income tax rate | December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Permanent difference (27.6 )% — % Change in valuation allowance 6.6 % (21.0 )% Income tax provision — % — % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 20, 2021 | Dec. 31, 2021 | Dec. 08, 2021 | |
Organization and Business Operations (Details) [Line Items] | |||
Transaction costs | $ 15,621,025 | ||
Underwriting discount | 5,500,000 | ||
Deferred underwriting discount | 9,625,000 | ||
Other offering costs | $ 496,025 | ||
Trust account description | $275,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds deposited in the Trust Account will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. | ||
Fair market value equal percentage | 80.00% | ||
Business combination outstanding voting percentage | 50.00% | ||
Trust account per share (in Dollars per share) | $ 10 | ||
Dissolution expenses | $ 100,000 | ||
Operating bank account | 1,500,000 | ||
Working capital | $ 1,600,000 | ||
Working Capital Loans | $ 1,500,000 | ||
IPO [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Sale of stock (in Shares) | 27,500,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Sale of stock (in Shares) | 3,500,000 | ||
Private Placement [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Sale of stock (in Shares) | 7,500,000 | ||
Price per share (in Dollars per share) | $ 1 | ||
Gross proceeds | $ 7,500,000 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Redeem percentage | 100.00% | ||
Business combination, description | The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. | ||
Sponsor [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 275,000,000 | ||
Offering costs | $ 25,000 | ||
Promissory note | $ 275,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Trust Account held in treasury funds | $ 275,016,371 |
Interest income earned on the Trust Account | 21,250,000 |
Temporary equity | 5,000,001 |
Net tangible assets | $ 5,000,001 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Class A common stock - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Class A common stock [Abstract] | ||
Gross proceeds | $ 275,000,000 | |
Less: proceeds allocated to Public Warrants | (17,974,188) | |
Less: Class A common stock issuance costs | (14,600,024) | |
Add: accretion of carrying value to redemption value | 32,574,212 | |
Class A common stock subject to possible redemption | $ 275,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of net income per common stock - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 5,667,894 | |
Denominator: | ||
Weighted-average shares outstanding | 26,068,493 | |
Basic and diluted net income (loss) per share | $ 0.22 | |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,484,881 | $ (1,018) |
Denominator: | ||
Weighted-average shares outstanding | 6,829,452 | 6,000,000 |
Basic and diluted net income (loss) per share | $ 0.22 | $ 0 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of restatement of audited balance sheet | Jan. 20, 2021USD ($) |
As Reported [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant liability | |
Total liabilities | 9,625,761 |
Class A common stock subject to possible redemption | 261,902,890 |
Total Stockholders’ Equity (Deficit): | |
Class A common stock | 131 |
Additional paid-in capital | 5,000,266 |
Accumulated deficit | (1,076) |
Total Stockholders’ Equity (Deficit) | 5,000,009 |
Adjustment [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant liability | 27,896,927 |
Total liabilities | 27,896,927 |
Class A common stock subject to possible redemption | 13,097,110 |
Total Stockholders’ Equity (Deficit): | |
Class A common stock | (131) |
Additional paid-in capital | (5,000,266) |
Accumulated deficit | (35,993,640) |
Total Stockholders’ Equity (Deficit) | (40,994,037) |
Restated [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant liability | 27,896,927 |
Total liabilities | 37,522,688 |
Class A common stock subject to possible redemption | 275,000,000 |
Total Stockholders’ Equity (Deficit): | |
Class A common stock | |
Additional paid-in capital | |
Accumulated deficit | (35,994,716) |
Total Stockholders’ Equity (Deficit) | $ (35,994,028) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 20, 2021 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Aggregate per unit | $ 10 | |
Public warrants description | 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 its 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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its 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 Company’s 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, 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, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Public warrants redemption description | ●in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock (in Shares) | 27,500,000 | |
Proceeds trust account (in Dollars) | $ 275,000,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock (in Shares) | 3,500,000 | |
Price per share | $ 10 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share issued price | $ 11.5 | |
Class A Common Stock [Member] | IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share issued price | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Private Placement (Details) [Line Items] | |
Purchased aggregate | $ 7,500,000 |
Private Placement [Member] | Warrant [Member] | |
Private Placement (Details) [Line Items] | |
Purchased aggregate | $ 7,500,000 |
Price per share (in Dollars per share) | $ / shares | $ 1 |
Business Combination [Member] | |
Private Placement (Details) [Line Items] | |
Redeem percentage of public shares | 100.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 14, 2021 | Jan. 31, 2021 | Jan. 20, 2021 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 08, 2021 | Aug. 27, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Purchase price of shares issued | $ 15,621,025 | ||||||
Forfeited founder shares (in Shares) | 25,000 | ||||||
Related party transaction, description | The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s 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 Company’s 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 its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Principal amount | $ 300,000 | ||||||
Repayment amount | $ 275,000 | ||||||
Working capital loans | $ 1,500,000 | ||||||
Warrant per share price (in Dollars per share) | $ 1 | ||||||
Working Capital Loans | $ 1,500,000 | ||||||
Fair value | $ 1,500,000 | ||||||
Secretarial and administrative support. per month for office space | $ 10,000 | ||||||
Consummation amount | 116,452 | ||||||
Owed sponsor balance | $ 326 | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares consideration (in Shares) | 3,500,000 | ||||||
Aggregate common stock outstanding (in Shares) | 6,875,000 | ||||||
Shares subjected to forfeiture (in Shares) | 900,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase price of shares issued | $ 25,000 | ||||||
Price per unit (in Dollars per share) | $ 0.2 | ||||||
Aggregate common stock outstanding (in Shares) | 6,900,000 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares consideration (in Shares) | 5,750,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | Dec. 31, 2021USD ($)$ / shares |
Fair Value Disclosures [Abstract] | |
Common stock equals or exceeds, per share | $ / shares | $ 18 |
Public warrants value | $ | $ 9,073,625 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of recurring fair value measurements | Dec. 31, 2021USD ($) |
Recurring Fair Value Measurements (Details) - Schedule of recurring fair value measurements [Line Items] | |
Marketable securities held in Trust Account | $ 275,016,371 |
Convertible promissory note – related party | 1,500,000 |
Warrant Liability | 14,177,394 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of recurring fair value measurements [Line Items] | |
Marketable securities held in Trust Account | 275,016,371 |
Convertible promissory note – related party | |
Warrant Liability | 9,073,625 |
Significant Other Observable Inputs (Level 2) [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of recurring fair value measurements [Line Items] | |
Marketable securities held in Trust Account | |
Convertible promissory note – related party | |
Warrant Liability | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of recurring fair value measurements [Line Items] | |
Marketable securities held in Trust Account | |
Convertible promissory note – related party | 1,500,000 |
Warrant Liability | $ 5,103,769 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of fair value initial measurements - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected volatility | 11.20% | 14.10% | |
Fair value of the common stock price | 9.85% | 9.88% | |
Risk-free interest rate | 1.28% | 1.30% | |
Weighted time to conversion (in years) | 3 months 3 days | 3 months 29 days | |
Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (years) | 5 years 6 months 29 days | ||
Expected volatility | 24.40% | ||
Risk-free interest rate | 0.54% | ||
Fair value of the common stock price (in Dollars per share) | $ 9.23 | ||
Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (years) | 5 years 6 months 29 days | 5 years 3 months 3 days | |
Expected volatility | 24.40% | 11.20% | |
Risk-free interest rate | 0.54% | 1.28% | |
Fair value of the common stock price (in Dollars per share) | $ 9.23 | $ 9.85 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Private Placement Warrant [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items] | |
Fair value as of January 1, 2021 | |
Initial fair value of warrant liability upon issuance at IPO | 9,922,739 |
Revaluation of warrant liability included in other expense within the statements of operations for the year ended December 31, 2021 | (4,818,970) |
Fair value as of December 31, 2021 | 5,103,769 |
Public Warrant [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items] | |
Fair value as of January 1, 2021 | |
Initial fair value of warrant liability upon issuance at IPO | 17,974,188 |
Revaluation of warrant liability included in other expense within the statements of operations for the year ended December 31, 2021 | (8,900,563) |
Fair value as of December 31, 2021 | 9,073,625 |
Warrant Liability [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items] | |
Fair value as of January 1, 2021 | |
Initial fair value of warrant liability upon issuance at IPO | 27,896,927 |
Revaluation of warrant liability included in other expense within the statements of operations for the year ended December 31, 2021 | (13,719,533) |
Fair value as of December 31, 2021 | $ 14,177,394 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 convertible promissory note | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of changes in the fair value of the Level 3 convertible promissory note [Abstract] | |
Fair value as of January 1, 2021 | |
Proceeds received through Convertible Promissory Note | 1,500,000 |
Fair value as of December 31, 2021 | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 14, 2021 | Jan. 20, 2021 | Dec. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | |||
Over-allotment option to purchase units | 3,500,000 | ||
Fixed underwriting discount (in Dollars) | $ 5,500,000 | ||
Deferred underwriting discount percentage | 3.50% | ||
Gross proceeds (in Dollars) | $ 9,625,000 | ||
Common stock price equal par value | 0.05 | ||
Philippine pesos common stock per share (in Dollars per share) | $ 0.05 | ||
Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Additional units to underwriters | 3,600,000 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Details) - USD ($) | Jan. 20, 2021 | Aug. 31, 2020 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Subject to possible redemption | 0 | ||||
Offering costs (in Dollars) | $ 125,550 | ||||
Common stock outstanding, percentage | 20.00% | ||||
Sponsor [Member] | |||||
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||||
Founder shares forfeited | 25,000 | ||||
Class A Common Stock [Member] | |||||
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||||
Common stock share authorized | 100,000,000 | 100,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Subject to possible redemption | 27,500,000 | ||||
Common stock, shares issued | |||||
Common stock, shares outstanding | |||||
Per share price (in Dollars per share) | $ 12 | ||||
Class B Common Stock [Member] | |||||
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||||
Common stock share authorized | 10,000,000 | 10,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Offering costs (in Dollars) | $ 25,000 | ||||
Consideration for shares | 5,750,000 | ||||
Dividend per share (in Dollars per share) | $ 0.2 | ||||
Aggregate of founder shares outstanding | 6,900,000 | ||||
Sponsor paid to subject forfeiture, shares | 900,000 | ||||
Common stock, shares issued | 6,875,000 | 6,900,000 | |||
Common stock, shares outstanding | 6,875,000 | 6,900,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
U S federal net operating loss carryover | $ 183,629 | $ 0 |
Deferred Tax Assets, Net of Valuation Allowance | $ 468,693 | $ 214 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss carryforward | $ 430,345 | |
Organizational costs/Startup expenses | 38,562 | 214 |
Total deferred tax asset | 468,907 | 214 |
Valuation allowance | (468,907) | (214) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Deferred | $ 468,693 | $ 214 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | (468,693) | (214) |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of effective income tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of effective income tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Permanent difference | (27.60%) | |
Change in valuation allowance | 6.60% | (21.00%) |
Income tax provision |