Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Registrant Name | Epiphany Technology Acquisition Corp. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001827248 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
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 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39853 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Entity Address, Address Line One | 630 Ramona Street | ||
Entity Address, City or Town | Palo Alto | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94301 | ||
City Area Code | 619 | ||
Local Phone Number | 736-6855 | ||
Entity Tax Identification Number | 85-3227900 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 395,038,000 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 41,050,000 | ||
Trading Symbol | EPHY | ||
Security Exchange Name | NASDAQ | ||
Title of 12 b Security | Class A Common Stock, par value $0.0001 per share | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,062,500 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EPHYU | ||
Security Exchange Name | NASDAQ | ||
Title of 12 b Security | Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EPHYW | ||
Security Exchange Name | NASDAQ | ||
Title of 12 b Security | Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 353,094 | $ 10,027 |
Prepaid expenses | 325,604 | |
Total Current Assets | 678,698 | 10,027 |
Deferred offering costs | 184,973 | |
Investments held in Trust Account | 402,613,586 | |
TOTAL ASSETS | 403,292,284 | 195,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 307,293 | 1,465 |
Accrued offering costs | 30,000 | |
Advance from related parties | 1,000 | |
Promissory note – related party | 140,000 | |
Total Current Liabilities | 308,293 | 171,465 |
Warrant liabilities | 10,262,500 | |
Deferred underwriting commissions | 15,137,500 | |
TOTAL LIABILITIES | 25,708,293 | 171,465 |
Class A, common stock subject to possible redemption, 40,250,000 and no shares at $10.00 per share, redemption value as of December 31, 2021 and 2020, respectively | 402,500,000 | |
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; 200,000,000 shares authorized,800,000 and no shares issued and outstanding (excluding 40,250,000 and no shares subject to possible redemption) at December 31, 2021 and 2020, respectively | 80 | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding- at December 31, 2021 and 2020 | 1,006 | 1,006 |
Additional paid-in capital | 0 | 23,994 |
Accumulated deficit | (24,917,095) | (1,465) |
Total Stockholders' (Deficit) Equity | (24,916,009) | 23,535 |
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 403,292,284 | $ 195,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Subject to possible redemption, shares | 40,250,000 | 0 |
Subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 800,000 | 0 |
Common stock, shares outstanding | 800,000 | 0 |
Class B common stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Formation and operational costs | $ 1,465 | $ 1,192,548 |
Loss from operations | (1,465) | (1,192,548) |
Other income: | ||
Interest earned on investments held in Trust Account | 0 | 113,586 |
Change in fair value of warrant liabilities | 0 | 9,315,334 |
Transaction cost related to warrant liability | 0 | (1,029,081) |
Total other income, net | 0 | 8,399,839 |
Net income (loss) | $ (1,465) | $ 7,207,291 |
Common Class A [Member] | ||
Other income: | ||
Weighted average shares outstanding of Class A common stock | 0 | 39,700,411 |
Basic and diluted net income (loss) per share of Class A common stock | $ 0 | $ 0.14 |
Weighted average shares outstanding of Class B common stock | 39,700,411 | |
Basic net income (loss) per share of Class B common stock | $ 0.14 | |
Weighted average shares outstanding of Class B common stock | 39,700,411 | |
Diluted net income (loss) per share of Class B common stock | $ 0.14 | |
Common Class B [Member] | ||
Other income: | ||
Weighted average shares outstanding of Class B common stock | 8,750,000 | 10,043,322 |
Basic net income (loss) per share of Class B common stock | $ 0 | $ 0.14 |
Weighted average shares outstanding of Class B common stock | 0 | 10,062,500 |
Diluted net income (loss) per share of Class B common stock | $ 0 | $ 0.14 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Common Stock | Class A Common StockCommon Stock [Member] | Class B Common StockCommon Stock [Member] |
Balance at Sep. 27, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance (in Shares) at Sep. 27, 2020 | 0 | 0 | ||||
Issuance of Class B common stock to initial stockholders | 25,000 | 23,994 | $ 1,006 | |||
Issuance of Class B common stock to initial stockholders (in Shares) | 10,062,500 | |||||
Net income (loss) | (1,465) | $ (1,465) | ||||
Balance at Dec. 31, 2020 | $ 23,535 | 23,994 | (1,465) | $ 0 | $ 1,006 | |
Balance (in Shares) at Dec. 31, 2020 | 0 | 10,062,500 | ||||
Sale of 800,000 Private Placement Units, net of warrant liability (in Shares) | 800,000 | 800,000 | ||||
Sale of 800,000 Private Placement Units, net of warrant liability | $ 7,608,000 | 7,607,920 | $ 80 | |||
Accretion for Class A common stock to redemption amount | (39,754,835) | (7,631,914) | (32,122,921) | $ (39,754,835) | ||
Net income (loss) | 7,207,291 | 7,207,291 | ||||
Balance at Dec. 31, 2021 | $ (24,916,009) | $ 0 | $ (24,917,095) | $ 80 | $ 1,006 | |
Balance (in Shares) at Dec. 31, 2021 | 800,000 | 10,062,500 |
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] | |
Sale of private placement units,net of warrant liablity | 800,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,465) | $ 7,207,291 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (113,586) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (325,604) | |
Accounts payable and accrued expenses | 1,465 | 305,828 |
Transaction costs allocated to warrants | 1,029,081 | |
Change in fair value of warrant liabilities | 0 | (9,315,334) |
Net cash used in operating activities | (1,212,324) | |
Cash Flows from Investing Activities: | ||
Net cash used in investing activities | 0 | (402,500,000) |
Investment of cash into Trust Account | (402,500,000) | |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 396,500,000 | |
Proceeds from sale of Private Placement Units | 8,000,000 | |
Advance from related party | 1,000 | |
Repayment of promissory note – related party | (140,000) | |
Proceeds from promissory note—related party | 140,000 | |
Payment of offering costs | (154,973) | (305,609) |
Net cash provided by financing activities | 10,027 | 404,055,391 |
Net Change in Cash | 10,027 | 343,067 |
Cash – Beginning of period | 0 | 10,027 |
Cash – End of period | 10,027 | 353,094 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | $ 30,000 | |
Deferred underwriting fee payable | $ 15,137,500 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Epiphany Technology Acquisition Corp. (the “Company”) was incorporated in Delaware on September 28, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early . As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 28, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021 the Company consummated the Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,250,000 Units, at $10.00 per Unit, generating gross proceeds of $402,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 800,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Epiphany Technology Sponsor LLC. (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), that closed simultaneously with the Initial Public Offering, generating gross proceeds of $8,000,000, which is described in Note 5 . Transaction costs amounted to $21,598,082, consisting of $6,000,000 in cash underwriting fees, net of $1,000,000 reimbursed from the underwriters (see Note 7 Following the closing of the Initial Public Offering on January 12, 2021, an amount of $402,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction 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. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6), Placement Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Placement Shares if the Company fails to complete a Business Combination by January 12, 2023 (the “Combination Period”). However, if the Sponsor acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASU 2014-15, |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (as defined in Note 5, collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more The Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statement where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its shares of common stock subject to possible redemption. The Company previously determined the shares of common stock subject to possible redemption to be equal to the redemption value of $10.00 per share, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the common shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the redemption value should include all shares of common stock subject to possible redemption, resulting in the common shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement adjustment to the initial carrying value of the shares of common stock subject to possible redemption with the offset recorded to additional paid-in In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued audited balance sheet included in the Company’s Current Report on Form 8-K The impact of the restatement on the Company’s balance sheet is reflected in the following table: Balance Sheet as of January 12, 2021 As Warrant As Revised Temp Equity As Restated Warrant L $ — $ 19,577,834 $ 19,577,834 $ — $ 19,577,834 Total L $ 15,137,965 $ 19,577,834 $ 34,715,799 $ — $ 34,715,799 Class A ordinary shares subject to possible redemption $ 383,925,450 $ (19,577,840 ) $ 364,347,610 $ 38,152,390 $ 402,500,000 Class A ordinary shares $ 266 $ 196 $ 462 $ (382 ) $ 80 Additional paid-in capital $ 5,000,196 $ 1,028,891 $ 6,029,087 $ (6,029,087 ) $ — Accumulated deficit $ (1,465 ) $ (1,029,081 ) $ (1,030,546 ) $ (32,122,921 ) $ (33,153,467 ) Total shareholders’ equity (deficit) $ 5,000,003 $ — $ 5,000,003 $ (38,152,390 ) $ (33,152,387 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Investments Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity Class A 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature 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 stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, 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 At December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,185,834 ) Class A common stock issuance costs (20,569,001 ) Plus: Accretion of carrying value to redemption value 39,754,835 Class A common stock subject to possible redemption $ 402,500,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $21,598,082, of which $20,569,001 were charged to temporary equity upon the completion of the Initial Public Offering and $1,029,081 were expensed to the statements of operations. Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for its Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement Cox-Ross-Rubenstein Cox-Ross-Rubenstein Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up 0 start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board’s (“FASB”) ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,683,334 shares Class A common stock in the aggregate. As of December 31, 2021, the Company had 1,312,500 Class B common stock which were no longer subject to forfeitures that were included in the calculation for dilutive earning per shares. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For The Period from September 28, 2020 (Inception) Class A Class B Class A Class B Basic net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 5,752,130 $ 1,455,161 $ — $ (1,465 ) Denominator: Basic weighted average shares outstanding 39,700,411 10,043,322 — 8,750,000 Basic net income (loss) per common stock $ 0.14 $ 0.14 $ — $ (0.00 ) Year Ended December 31, 2021 For The Period from September Class A Class B Class A Class B Diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 5,749,913 $ 1,457,378 $ — $ — Denominator: Diluted weighted average shares outstanding 39,700,411 10,062,500 — — Diluted net income (loss) per common stock $ 0.14 $ 0.14 $ — $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 1 1 Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, 470-20) 2020-06”), 2020-06. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,250,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,250,000 Units, at a price of $10.00 per Unit. Each Unit consists of one one-third |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 800,000 Placement Units, at a price of $10.00 per Placement Unit, for an aggregate purchase price of $8,000,000, in a private placement. The Sponsor purchased 450,000 Placement Units and Cantor purchased 350,000 Placement Units. Each Placement Unit consists of one share of Class A common stock (“Placement Share” or, collectively, “Placement Shares”) and one-third |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Sponsor paid an aggregate of $25,000 in consideration for 10,062,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,312,500 shares that were subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on January 7, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support services. For the year ended December 31, 2021 and for the period from September 28, 2020 (inception) through December 31, 2020, the Company incurred $180,000 and $0 in fees for such services, respectively. At December 31, 2021, fees amounting to $15,000 are included in accounts payable and accrued expenses in the accompanying balance sheets. There were no amounts accrued as of December 31, 2020. Promissory Note — Related Party On September 28, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. As of December 31, 2021 and 2020, there were no amounts outstanding under the Working Capital Loans. Advance from Related Party During February 2021, The Sponsor advanced the Company an aggregate of $1,000 to cover expenses related to franchise fee and formation costs. The advances are non-interest |
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 Risks and Uncertainties Management continues to evaluate the impact of global events, including the COVID-19 Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, Placement Units, Placement Shares, Placement Warrants and units that may be issued upon conversion of Working Capital Loans and the shares and warrants included therein (and any shares of common stock issuable upon the exercise of the Placement Warrants or warrants included in the units issued upon conversion of Working Capital Loans) will be entitled to registration rights requiring the Company register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after January 7, 2021 and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters reimbursed the Company $1,000,000 at the closing of the Initial Public Offering for offering costs incurred. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | NOTE 9 — WARRRANT LIABILITIES At December 31, 2021, there were 13,416,667 Public Warrants outstanding. The Company had no Public Warrants outstanding for the period ended December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination 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 covering the issuance of the shares of Class A common stock issuable upon the exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. 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. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the Public Warrants: • 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, or the 30-day • 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 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such 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 its 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 greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. At December 31, 2021, there were 266,667 Placement Warrants outstanding. The Company had no Placement Warrants outstanding for the period ended December 31, 2020. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2021 and 2020 is as follows: December 31, December 31, 2021 2020 Deferred tax asset (liability) Net operating loss carryforward $ 18,487 $ 308 Startup/Organization Expenses 208,403 — Total deferred tax assets, net 226,890 308 Valuation Allowance (226,890 ) (308 ) Deferred tax liability, net of valuation allowance $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from September 28, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (226,582 ) (308 ) State and Local Current — — Deferred — — Change in valuation allowance 226,582 308 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $88,033 and $1,465 of U.S. federal net operating loss carryovers 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 September 28, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $226,274 and $308, 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, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (27.1 )% 0.0 % Transaction costs allocated to warrants 3.0 % 0.0 % Change in valuation allowance 3.1 % (21.0 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 11 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial are re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2021, assets held in the Trust Account were comprised of $201,269,466 in money market funds, which are invested in U.S. Treasury Securities. The Company also had $1,120 in cash and $201,343,000 invested in U.S. Treasury Bills. Total investment in marketable securities as of December 31, 2021 is $402,613,586 . During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay its taxes. During the period ended December 31, 2020 the Company did not hold any assets in a trust account. The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Cost Gross Holding Gain (Loss) Fair Value December 31, 2021 U.S. Treasury Securities (Matures on 01/13/2022) 1 $ 201,343,000 $ — $ 201,343,000 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Investments – Money market funds 1 $ 201,269,466 Liabilities: Warrant Liability – Public Warrants 1 $ 10,062,500 Warrant Liability – Private Placement Warrants 3 $ 200,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein The following table presents the quantitative information regarding Level 3 fair value measurements: Input: December 31, 2021 Risk-free interest rate 1.18 % Expected term (years) 5.5 Expected volatility 14.5 % Exercise price $ 11.50 Stock price $ 9.76 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ — $ — $ — Initial classification on January 12, 2021 (Initial Public Offering) 392,000 19,185,834 19,577,834 Transfers to Level 1 — (14,892,500 ) (14,892,500 ) Change in fair value (192,000 ) (4,293,334 ) (4,485,334 ) Fair value as of December 31, 2021 $ 200,000 $ — $ 200,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was . There were no transfers to/from Levels 1, 2, and 3 during the year ended December 31, 202 0 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 — 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. Other than as described in these financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company 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, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity |
Class A Common Stock Subject to Possible Redemption | Class A 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature 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 stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, 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 At December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,185,834 ) Class A common stock issuance costs (20,569,001 ) Plus: Accretion of carrying value to redemption value 39,754,835 Class A common stock subject to possible redemption $ 402,500,000 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $21,598,082, of which $20,569,001 were charged to temporary equity upon the completion of the Initial Public Offering and $1,029,081 were expensed to the statements of operations. |
Warrant Liability | Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for its Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement Cox-Ross-Rubenstein Cox-Ross-Rubenstein |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up 0 start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board’s (“FASB”) ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,683,334 shares Class A common stock in the aggregate. As of December 31, 2021, the Company had 1,312,500 Class B common stock which were no longer subject to forfeitures that were included in the calculation for dilutive earning per shares. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For The Period from September 28, 2020 (Inception) Class A Class B Class A Class B Basic net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 5,752,130 $ 1,455,161 $ — $ (1,465 ) Denominator: Basic weighted average shares outstanding 39,700,411 10,043,322 — 8,750,000 Basic net income (loss) per common stock $ 0.14 $ 0.14 $ — $ (0.00 ) Year Ended December 31, 2021 For The Period from September Class A Class B Class A Class B Diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 5,749,913 $ 1,457,378 $ — $ — Denominator: Diluted weighted average shares outstanding 39,700,411 10,062,500 — — Diluted net income (loss) per common stock $ 0.14 $ 0.14 $ — $ — |
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 in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 1 1 |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, 470-20) 2020-06”), 2020-06. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of summarizes the revision of financial statement | The impact of the restatement on the Company’s balance sheet is reflected in the following table: Balance Sheet as of January 12, 2021 As Warrant As Revised Temp Equity As Restated Warrant L $ — $ 19,577,834 $ 19,577,834 $ — $ 19,577,834 Total L $ 15,137,965 $ 19,577,834 $ 34,715,799 $ — $ 34,715,799 Class A ordinary shares subject to possible redemption $ 383,925,450 $ (19,577,840 ) $ 364,347,610 $ 38,152,390 $ 402,500,000 Class A ordinary shares $ 266 $ 196 $ 462 $ (382 ) $ 80 Additional paid-in capital $ 5,000,196 $ 1,028,891 $ 6,029,087 $ (6,029,087 ) $ — Accumulated deficit $ (1,465 ) $ (1,029,081 ) $ (1,030,546 ) $ (32,122,921 ) $ (33,153,467 ) Total shareholders’ equity (deficit) $ 5,000,003 $ — $ 5,000,003 $ (38,152,390 ) $ (33,152,387 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Class A common stock reflected in the condensed balance sheets are reconciled | At December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,185,834 ) Class A common stock issuance costs (20,569,001 ) Plus: Accretion of carrying value to redemption value 39,754,835 Class A common stock subject to possible redemption $ 402,500,000 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For The Period from September 28, 2020 (Inception) Class A Class B Class A Class B Basic net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 5,752,130 $ 1,455,161 $ — $ (1,465 ) Denominator: Basic weighted average shares outstanding 39,700,411 10,043,322 — 8,750,000 Basic net income (loss) per common stock $ 0.14 $ 0.14 $ — $ (0.00 ) Year Ended December 31, 2021 For The Period from September Class A Class B Class A Class B Diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 5,749,913 $ 1,457,378 $ — $ — Denominator: Diluted weighted average shares outstanding 39,700,411 10,062,500 — — Diluted net income (loss) per common stock $ 0.14 $ 0.14 $ — $ — |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company's Net Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2021 and 2020 is as follows: December 31, December 31, 2021 2020 Deferred tax asset (liability) Net operating loss carryforward $ 18,487 $ 308 Startup/Organization Expenses 208,403 — Total deferred tax assets, net 226,890 308 Valuation Allowance (226,890 ) (308 ) Deferred tax liability, net of valuation allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2021 and for the period from September 28, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (226,582 ) (308 ) State and Local Current — — Deferred — — Change in valuation allowance 226,582 308 Income tax provision $ — $ — |
Schedule of Reconciliation Company's Effective Tax Rate | 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, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (27.1 )% 0.0 % Transaction costs allocated to warrants 3.0 % 0.0 % Change in valuation allowance 3.1 % (21.0 )% Income tax provision 0.0 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's gross holding gains and fair value of held-to-maturity securities | The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Cost Gross Holding Gain (Loss) Fair Value December 31, 2021 U.S. Treasury Securities (Matures on 01/13/2022) 1 $ 201,343,000 $ — $ 201,343,000 |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Investments – Money market funds 1 $ 201,269,466 Liabilities: Warrant Liability – Public Warrants 1 $ 10,062,500 Warrant Liability – Private Placement Warrants 3 $ 200,000 |
Schedule of quantitative information regarding Level 3 fair value measurements | The following table presents the quantitative information regarding Level 3 fair value measurements: Input: December 31, 2021 Risk-free interest rate 1.18 % Expected term (years) 5.5 Expected volatility 14.5 % Exercise price $ 11.50 Stock price $ 9.76 |
Schedule of changes in the fair value of the Level 3 warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ — $ — $ — Initial classification on January 12, 2021 (Initial Public Offering) 392,000 19,185,834 19,577,834 Transfers to Level 1 — (14,892,500 ) (14,892,500 ) Change in fair value (192,000 ) (4,293,334 ) (4,485,334 ) Fair value as of December 31, 2021 $ 200,000 $ — $ 200,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Dec. 31, 2021 |
Description of Organization and Business Operations [Line Items] | ||
Stock unit (in Shares) | 402,500,000 | |
Transaction costs amounted | $ 21,598,082 | |
Underwriting fees | 6,000,000 | |
Reimbursed underwriting expenses | 1,000,000 | |
Deferred underwriting fees | 15,137,500 | |
Other offering costs | $ 460,582 | |
Fair market value percentage | 80.00% | |
Public share price (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Redeem share percentage | 15.00% | |
Dissolution expenses | $ 100,000 | |
Trust account per share (in Dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Stock unit (in Shares) | 5,250,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 402,500,000 | |
Sale of stock in share (in Shares) | 5,250,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Gross proceeds | $ 8,000,000 | |
Sale of stock in share (in Shares) | 800,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Per unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 402,500,000 | |
Sale of stock in share (in Shares) | 40,250,000 | |
Initial public offering amount | $ 40,250,000 | |
Business Combination [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Acquired percentage | 50.00% | |
Redemption description | The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem its Public Shares in conjunction with any such amendment. |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | |
Outstanding shares percentage | 50.00% | ||
Warrant liability | $ 10,262,500 | $ 19,577,834 | |
Temporary equity redemption price per share | $ 10 | $ 10 | |
Public shares redeemable amount limit of net tangible assets | $ 5,000,001 | ||
IPO [Member] | |||
Transaction Cost | $ 1,029,521 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule of summarizes the revision of financial statement (Detail) - USD ($) | Dec. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Sep. 27, 2020 |
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | $ 10,262,500 | $ 19,577,834 | ||
Total liabilities | 25,708,293 | $ 171,465 | ||
Class A ordinary shares subject to possible redemption | 402,500,000 | |||
Class A ordinary shares | 80 | |||
Additional paid-in capital | 0 | 23,994 | ||
Accumulated deficit | (24,917,095) | (1,465) | ||
Total Shareholders' Equity (Deficit) | $ (24,916,009) | $ 23,535 | $ 0 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | 0 | |||
Total liabilities | 15,137,965 | |||
Class A ordinary shares subject to possible redemption | 383,925,450 | |||
Class A ordinary shares | 266 | |||
Additional paid-in capital | 5,000,196 | |||
Accumulated deficit | (1,465) | |||
Total Shareholders' Equity (Deficit) | 5,000,003 | |||
Adjustment [Member] | Warrant [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | 19,577,834 | |||
Total liabilities | (19,577,834) | |||
Class A ordinary shares subject to possible redemption | (19,577,840) | |||
Class A ordinary shares | 196 | |||
Additional paid-in capital | 1,028,891 | |||
Accumulated deficit | (1,029,081) | |||
Total Shareholders' Equity (Deficit) | 0 | |||
Adjustment [Member] | Temporary equity [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A ordinary shares subject to possible redemption | 38,152,390 | |||
Class A ordinary shares | (382) | |||
Additional paid-in capital | (6,029,087) | |||
Accumulated deficit | (32,122,921) | |||
Total Shareholders' Equity (Deficit) | (38,152,390) | |||
As Revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | 19,577,834 | |||
Total liabilities | 34,715,799 | |||
Class A ordinary shares subject to possible redemption | 364,347,610 | |||
Class A ordinary shares | 462 | |||
Additional paid-in capital | 6,029,087 | |||
Accumulated deficit | (1,030,546) | |||
Total Shareholders' Equity (Deficit) | 5,000,003 | |||
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | 19,577,834 | |||
Total liabilities | 34,715,799 | |||
Class A ordinary shares subject to possible redemption | 402,500,000 | |||
Class A ordinary shares | 80 | |||
Accumulated deficit | (33,153,467) | |||
Total Shareholders' Equity (Deficit) | $ (33,152,387) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies [Line Items] | |
Offering costs | $ 21,598,082 |
Shareholders equity costs | 20,569,001 |
Deferred offering costs | 1,029,081 |
FDIC insured amount | $ 250,000 |
Weighted average number diluted shares outstanding adjustment | shares | 0 |
Common Class A [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Shareholders equity costs | $ 20,569,001 |
Number of common stockinto which the class of warrant or right may be converted | shares | 13,683,334 |
Common Class B [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Common stock subject to forfeiture (in Shares) | shares | 1,312,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per common share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 5,752,130 | |
Denominator: | ||
Basic weighted average shares outstanding | 39,700,411 | |
Basic net income (loss) per common stock | $ 0.14 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 5,749,913 | |
Denominator: | ||
Diluted weighted average shares outstanding | 39,700,411 | |
Diluted net income (loss) per common stock | $ 0.14 | |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (1,465) | $ 1,455,161 |
Denominator: | ||
Basic weighted average shares outstanding | 8,750,000 | 10,043,322 |
Basic net income (loss) per common stock | $ 0 | $ 0.14 |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,457,378 | |
Denominator: | ||
Diluted weighted average shares outstanding | 0 | 10,062,500 |
Diluted net income (loss) per common stock | $ 0 | $ 0.14 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Summary of Class A Common Stock Subject to Possible Redemption (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Less: | |
Class A common stock issuance costs | $ (20,569,001) |
Temporary Equity Additions [Abstract] | |
Accretion of carrying value to redemption value | 39,754,835 |
Class A Common Stock Subject to Possible Redemption | 402,500,000 |
Common Class A [Member] | |
Temporary Equity [Line Items] | |
Gross proceeds | 402,500,000 |
Less: | |
Proceeds allocated to Public Warrants | (19,185,834) |
Class A common stock issuance costs | (20,569,001) |
Temporary Equity Additions [Abstract] | |
Accretion of carrying value to redemption value | 39,754,835 |
Class A Common Stock Subject to Possible Redemption | $ 402,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Initial Public Offering [Line Items] | |
Common stock, description | Each whole 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 (see Note 8). |
Common Class A [Member] | Private Placement Warrants [Member] | |
Initial Public Offering [Line Items] | |
Shares issuable per warrant | 1 |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Sale of stock | 40,250,000 |
Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Sale of stock | 5,250,000 |
Sale of stock price per unit (in Dollars per share) | $ / shares | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Private Placement [Member] | |
Private Placement [Line Items] | |
Aggregate purchase share | shares | 800,000 |
Per unit price (in Dollars per share) | $ / shares | $ 10 |
Aggregate purchase price (in Dollars) | $ 8,000,000 |
Sponsor [Member] | |
Private Placement [Line Items] | |
Aggregate purchase price (in Dollars) | 450,000 |
Cantor [Member] | |
Private Placement [Line Items] | |
Aggregate purchase price (in Dollars) | $ 350,000 |
Class A common stock | |
Private Placement [Line Items] | |
Warrant exercise price (in Dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 07, 2021 | Oct. 06, 2020 | Sep. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 28, 2021 |
Related Party Transactions [Line Items] | ||||||
Office rent per month | $ 15,000 | |||||
Services fees | $ 0 | $ 180,000 | ||||
Accrued expenses | $ 0 | 15,000 | ||||
Working capital loans | $ 1,500,000 | |||||
Business Combination at price (in Dollars per share) | $ 10 | |||||
Notes payable related parties | $ 0 | |||||
Proposed Public Offering [Member] | Business Combination [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Related party transaction, description | the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2020, the Note had an outstanding balance of $140,000. The outstanding balance was repaid at the closing of the Initial Public Offering on January 12, 2021. | |||||
Class B common stock | ||||||
Related Party Transactions [Line Items] | ||||||
Amount of sponsor paid | $ 25,000 | |||||
Issuance of common stock to founder, shares (in Shares) | 10,062,500 | |||||
Aggregate of shares subject to forfeiture (in Shares) | 1,312,500 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Related party transaction, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
SponsorMember | Franchse Fee And Formation Costs [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Advance from the sponsor | $ 1,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting agreement, description | The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. |
Underwriting cost | $ 1,000,000 |
Stockholders' Equity - Additio
Stockholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity [Line Items] | ||
Business combination,description | is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding.The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2021, there were 800,000 shares of Class A common stock issued and outstanding, excluding 40,250,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity. At December 31, 2020, there were no shares of Class A common stock issued and outstanding. The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2021 and 2020, there were 10,062,500 shares of Class B common stock issued and outstanding.Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a 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 completion of the Initial Public Offering (excluding the Placement Units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock | ||
Stockholders' Equity [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock rights | Holders of Class A common stock are entitled to one vote for each share. | |
Common stock, shares issued | 800,000 | 0 |
Common stock, shares outstanding | 800,000 | 0 |
possible redemption (in Dollars) | $ 40,250,000 | |
Class B common stock | ||
Stockholders' Equity [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock rights | Holders of Class B common stock are entitled to one vote for each share. | |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Percentage of shares into converted basis | 20.00% |
Warrrant Liabilities - Addition
Warrrant Liabilities - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrrant Liabilities [Line Items] | ||
Warrants, description. | Once the warrants become exercisable, the Company may redeem the Public Warrants: • 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, or 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. | |
Warrant [Member] | ||
Warrrant Liabilities [Line Items] | ||
Warrants outstanding | 13,416,667 | 0 |
Private Placement [Member] | ||
Warrrant Liabilities [Line Items] | ||
Warrants outstanding | 266,667 | 0 |
Class A common stock | Business Combination [Member] | ||
Warrrant Liabilities [Line Items] | ||
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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such 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 its 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 greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Changes in valuation allowance | $ 308 | $ 226,274 |
UNITED STATES | Foreign Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 1,465 | $ 88,033 |
Income Tax - Schedule of Compan
Income Tax - Schedule of Company's Net Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset (liability) | ||
Net operating loss carryforward | $ 18,487 | $ 308 |
Startup/Organization Expenses | 208,403 | 0 |
Total deferred tax assets, net | 226,890 | 308 |
Valuation Allowance | (226,890) | (308) |
Deferred tax liability, net of valuation allowance | $ 0 | $ 0 |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Provision (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Current | $ 0 | $ 0 |
Deferred | (308) | (226,582) |
State and Local | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 308 | 226,582 |
Income tax provision | $ 0 | $ 0 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation Company's Effective Tax Rate (Detail) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of Reconciliation Companys Effective Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in fair value of warrants | 0.00% | (27.10%) |
Transaction costs allocated to warrants | 0.00% | 3.00% |
Change in valuation allowance | (21.00%) | 3.10% |
Income tax provision | 0.00% | 0.00% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Assets held in trust account | $ 201,269,466 | $ 0 |
Treasury securities in cash | 1,120 | |
Treasury bills | 201,343,000 | |
Estimated fair value | 14,892,000 | |
Investments in marketable securities | $ 402,613,586 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of company's gross holding gains and fair value of held-to-maturity securities (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of company's gross holding gains and fair value of held-to-maturity securities [Abstract] | |
Amortized Cost | $ 201,343,000 |
Gross Holding Gain (Loss) | 0 |
Fair Value | $ 201,343,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of assets and liabilities that are measured at fair value on a recurring basis (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Level 1 [Member] | Money Market Funds [Member] | |
Fair Value Measurements [Line Items] | |
Investments | $ 201,269,466 |
Public Warrants [Member] | Level 1 [Member] | |
Fair Value Measurements [Line Items] | |
Warrant Liability | 10,062,500 |
Placement Warrants [Member] | Level 3 [Member] | |
Fair Value Measurements [Line Items] | |
Warrant Liability | $ 200,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of quantitative information regarding Level 3 fair value measurements (Detail) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | |
Risk-free interest rate | 1.18% |
Expected term (years) | 5 years 6 months |
Expected volatility | 14.50% |
Exercise price | $ 11.50 |
Stock price | $ 9.76 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of changes in the fair value of the Level 3 warrant liabilities (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurements [Line Items] | |
Change in fair value | $ (4,293,334) |
Warrant Liabilities [Member] | Level 3 [Member] | |
Fair Value Measurements [Line Items] | |
Initial classification on January 12, 2021 (Initial Public Offering) | 19,577,834 |
Transfers to Level 1 | (14,892,500) |
Change in fair value | (4,485,334) |
Fair value Ending | 200,000 |
Private Placement [Member] | |
Fair Value Measurements [Line Items] | |
Initial classification on January 12, 2021 (Initial Public Offering) | 392,000 |
Change in fair value | (192,000) |
Fair value Ending | 200,000 |
Public [Member] | |
Fair Value Measurements [Line Items] | |
Initial classification on January 12, 2021 (Initial Public Offering) | 19,185,834 |
Transfers to Level 1 | $ (14,892,500) |