Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | SIZZLE ACQUISITION CORP. | |
Trading Symbol | SZZL | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 21,770,600 | |
Entity Public Float | $ 157,480,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001829322 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41005 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3418600 | |
Entity Address, Address Line One | 4201 Georgia Avenue NW | |
Entity Address, City or Town | Washington | |
Entity Address, State or Province | DC | |
Entity Address, Postal Zip Code | 20011 | |
City Area Code | (202) | |
Local Phone Number | 846-0300 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum llp | |
Auditor Location | New York, NY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash | $ 1,046,646 | $ 25,010 |
Prepaid expenses | 362,242 | |
Total current assets | 1,408,888 | 25,010 |
Deferred offering cost | 91,479 | |
Prepaid expenses – non-current portion | 35,656 | |
Investments held in trust account | 158,108,357 | |
Total assets | 159,552,901 | 116,489 |
Liabilities, Redeemable Common Stock and Stockholders’ Equity (Deficit) | ||
Accrued offering costs and expenses | 253,284 | 20,450 |
Promissory Note - Related Party | 153,127 | 72,811 |
Total current liabilities | 406,411 | 93,261 |
Deferred underwriters’ fee | 8,150,000 | |
Total non-current liabilities | 8,556,411 | 93,261 |
Commitments and Contingencies (see Note 6) | ||
Common stock subject to possible redemption, 15,500,000 shares at redemption value of $10.20 per share | 158,100,000 | |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 6,270,600 shares issued and outstanding (excluding 15,500,000 shares subject to possible redemption) and 5,622,750 shares outstanding at December 31, 2021 and December 31, 2020, respectively | 627 | 562 |
Additional paid-in capital | 25,308 | |
Accumulated deficit | (7,104,137) | (2,642) |
Total stockholders’ equity (deficit) | (7,103,510) | 23,228 |
Total Liabilities, Redeemable Common Stock and Stockholders’ Equity (Deficit) | $ 159,552,901 | $ 116,489 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 15,500,000 | 15,500,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.2 | $ 10.2 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,270,600 | 5,622,750 |
Common stock, shares outstanding | 6,270,600 | 5,622,750 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating cost | $ 2,642 | $ 897,298 |
Loss from Operations | (2,642) | (897,298) |
Other income | ||
Interest income | 8,357 | |
Net loss | $ (2,642) | $ (888,941) |
Basic and diluted weighted average shares outstanding, redeemable common stock (in Shares) | 2,293,151,000,000 | |
Basic and diluted net loss per common stock, redeemable common stock (in Dollars per share) | $ (0.14) | |
Basic and diluted weighted average shares outstanding, non-redeemable common stock (in Shares) | 3,006,500,000,000 | 4,195,998,000,000 |
Basic and diluted net loss per common stock, non-redeemable common stock (in Dollars per share) | $ 0 | $ (0.14) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Oct. 11, 2020 | ||||
Balance (in Shares) at Oct. 11, 2020 | ||||
Common stock issued to Sponsor | $ 543 | 24,457 | 25,000 | |
Common stock issued to Sponsor (in Shares) | 5,433,750 | |||
Issuance of representative shares | $ 19 | 851 | 870 | |
Issuance of representative shares (in Shares) | 189,000 | |||
Net loss | (2,642) | (2,642) | ||
Balance at Dec. 31, 2020 | $ 562 | 25,308 | (2,642) | 23,228 |
Balance (in Shares) at Dec. 31, 2020 | 5,622,750 | |||
Private Placement Shares sold | $ 78 | 7,699,922 | 7,700,000 | |
Private Placement Shares sold (in Shares) | 770,000 | |||
Representative shares issued | $ 15 | (15) | ||
Representative shares issued (in Shares) | 151,200 | |||
Representative shares returned | $ (27) | 27 | ||
Representative shares returned (in Shares) | (264,600) | |||
Forfeiture of founder shares | $ (1) | 1 | ||
Forfeiture of founder shares (in Shares) | (8,750) | |||
Proceeds allocated to public warrants | 6,062,414 | 6,062,414 | ||
Proceeds allocated to public warrants (in Shares) | ||||
Issuance costs allocated to public warrants | (445,147) | (445,147) | ||
Issuance costs allocated to public warrants (in Shares) | ||||
Reimbursement of company expenses by the underwriter | 543,450 | 543,450 | ||
Reimbursement of company expenses by the underwriter (in Shares) | ||||
Remeasurement of common stock subject to possible redemption amount | (13,885,960) | (6,212,554) | (20,098,514) | |
Net loss | (888,941) | (888,941) | ||
Balance at Dec. 31, 2021 | $ 627 | $ (7,104,137) | $ (7,103,510) | |
Balance (in Shares) at Dec. 31, 2021 | 6,270,600 |
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 loss | $ (2,642) | $ (888,941) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Formation costs by related party | 2,642 | 346 |
Reimbursement of company expenses by underwriter | 543,450 | |
Interest earned on cash and marketable securities held in Trust Account | (8,357) | |
Changes in current assets and liabilities: | ||
Prepaid expenses | (397,898) | |
Accrued offering costs and expenses | 181,017 | |
Net cash used in operating activities | (570,383) | |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (158,100,000) | |
Net cash used in investing activities | (158,100,000) | |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of offering costs | 25,010 | 152,300,000 |
Proceeds from private placement | 7,700,000 | |
Payment of promissory note | (118,285) | |
Payment of deferred offering cost | (189,696) | |
Net cash provided by financing activities | 25,010 | 159,692,019 |
Net change in cash | 25,010 | 1,021,636 |
Cash, beginning of the period | 25,010 | |
Cash, end of the period | 25,010 | 1,046,646 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred offering costs included in promissory note – related party | 70,169 | 5,000 |
Deferred offering costs included in accrued offering costs and expenses | 20,450 | 218,693 |
Deferred underwriting fee charged to additional paid-in capital | 8,150,000 | |
Deferred offering costs closed to additional paid-in capital | 531,247 | |
Accrued expenses paid by promissory note - related party | $ 166,876 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Sizzle Acquisition Corp. (the “Company”) was incorporated in Delaware on October 12, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through December 31, 2021 related to the Company’s formation and the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. The Company’s sponsor is VO Sponsor, LLC (the “Sponsor”). The registration statement for the Company’s Public Offering (the “Registration Statement”) was declared effective on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company consummated its Public Offering of 15,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included a partial exercise of the underwriters’ over-allotment option), which is discussed in Note 3 and the sale of an aggregate of 770,000 shares (the “Private Shares”) at a price of $10.00 per Private Share in a private placement to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) that closed simultaneously with the Public Offering. On November 8, 2021, the underwriter exercised 2,000,000 of the full 2,025,000 over-allotment option available to them and forfeited the remainder. Transaction costs amounted to $11,381,247 consisting of $2,700,000 of underwriting commissions, $8,150,000 of deferred underwriting fees and $531,247 of other cash offering costs. The Company’s leadership has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Shares, 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 a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an 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 of 1940, as amended (the “Investment Company Act”). Upon the closing of the Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Public Offering, including the proceeds from the sale of the Private Shares, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. Following the closing of the Public Offering on November 8, 2021, $158,100,000 ($10.20 per Unit) from the net proceeds sold in the Public Offering, including the proceeds of the sale of the Private Shares, was deposited in the Trust Account. 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 $10.20 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 Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company seeks stockholder approval and 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 Amended and Restated Certificate of Incorporation (the “Amended and Restated 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 containing substantially the same information as would be included in a proxy statement 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 5), EarlyBirdCapital (“EBC”) Shares (as defined in Note 7) and any Public Shares purchased during or after the Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with 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. The Company will have up to 15 months from the closing of the Public Offering (the “Combination Period”) to complete an initial Business Combination. If it has not completed an initial Business Combination by such date, 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to it but net of taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the 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. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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 $10.20 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of 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 Insiders 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 Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had $1,046,646 of cash in its operating bank account and a working capital of The Company’s liquidity needs up to December 31, 2021 have been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $150,000 (see Note 5), which was fully drawn down as of December 31, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company has until February 8, 2023, 15 months from the closing of the IPO, which happened on November 8, 2021, to consummate a Business Combination (the “Combination Period”). It is uncertain that we will be able to consummate a Business Combination within the Combination Period. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after February 8, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of the 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 has $1,046,646 in cash and no cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less. During the year ended December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the Public Offering and were charged to temporary equity and stockholders’ equity (deficit) based on the underlying instruments’ relative fair value upon the completion of the Public Offering. If the Public Offering had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Warrant Liability We evaluated the Public Warrants (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying value, excluding gross unrealized holding gain and fair value of held to maturity securities on December 31, 2021 are classified as Level 1 and are as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 158,107,411 $ 2,792 $ — $ 158,110,203 Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity (deficit). The Company’s shares of common stock sold in the Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of shares of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. All of the 15,500,000 common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2021, all shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The common stock subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Gross Proceeds $ 155,000,000 Less: Fair Value of public warrants (6,062,414 ) Common stock issuance costs (10,936,100 ) Plus: Remeasurement of carrying value to redemption value 20,098,514 Common stock subject to possible redemption $ 158,100,000 Net Loss Per Common Stock The Company applies the two-class method in calculating earnings per share, with one class being the redeemable shares and one class being the non-redeemable shares. The contractual formula utilized to calculate the redemption amount approximates fair value. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable common stock and the non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Reconciliation of Net Loss per Common Stock The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common stock is calculated as follows: For the For the Redeemable Common Stock Net loss allocable to redeemable common stock $ (314,136 ) $ — Basic and diluted weighted average shares outstanding, redeemable common stock 2,293,151 — Basic and diluted net loss per common stock $ (0.14 ) $ — Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (574,805 ) $ (2,642 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 4,195,998 3,006,500 Basic and diluted net loss per common stock $ (0.14 ) $ (0.00 ) 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 December 31, 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, including funds held in Trust on behalf of the Company, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on this account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On November 8, 2021, the Company consummated its Public Offering of 15,500,000 Units, which included the partial exercise of 2,000,000 of the underwriters’ full 2,025,000 over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $155,000,000. Each Unit consists of one share of common stock, par value $0.0001 per share and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. |
Private Shares
Private Shares | 12 Months Ended |
Dec. 31, 2021 | |
Private Shares [Abstract] | |
Private Shares | Note 4 — Private Shares Simultaneously with the closing of the Public Offering and the sale of the Units, the Sponsor, and Cantor have purchased an aggregate of 770,000 Private Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $7,700,000. Of the total Private Placement Shares sold, 722,750 were purchased by the Sponsor and 47,250 were purchased by Cantor. The proceeds from the Private Shares were added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Shares are identical to the shares in the Units sold to the public, except that the purchasers of the Private Shares have also agreed not to transfer, assign or sell any of the Private Shares (except in connection with the same limited exceptions that the Founder Shares may be transferred as described below) until after the completion of the Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On November 20, 2020, the Sponsor paid $25,000 in consideration for 2,875,000 shares of common stock (the “Founder Shares”). On March 2, 2021, the Company effected a stock dividend of 1.25 for 1 for each common stock held by the Sponsor, resulting in the Sponsor holding an aggregate of 3,593,750 common stock, of which up to 468,750 shares were subject to forfeiture. On September 15, 2021, the Company effected an additional 1.4 for 1 dividend, resulting in 5,031,250 Founder Shares, of which up to 656,250 shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor collectively owns shares equal to 35% of the shares issued in the Public Offering. On November 3, 2021, the Company effected an additional 1.08 for 1 dividend, and as a result, the Company’s initial stockholders held 5,433,750 Founder Shares, which included an aggregate of up to 708,750 shares subject to forfeiture. On November 8, 2021 the underwriter partially exercised their over-allotment option and purchased an additional 2,000,000 Units out of the 2,025,000 available to them and forfeited the remainder. As a result, 8,750 Founder Shares were forfeited resulting in aggregate Founder Shares outstanding of 5,425,000. The Company’s Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares or Private Shares until the date of the consummation of our initial Business Combination. The limited exceptions include transfers, assignments or sales to the Company’s or the Sponsor’s officers, directors, consultants or their affiliates, to an entity’s members upon its liquidation, to relatives and trusts for estate planning purposes, by virtue of the laws of descent and distribution upon death, pursuant to a qualified domestic relations order, to the Company for no value for cancellation in connection with the consummation of our initial Business Combination, or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to be bound by these transfer restrictions. Promissory Note — Related Party On December 19, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and expired upon the consummation of the Public Offering. As of December 31, 2021, the Company had $153,127 outstanding under the Promissory Note, which is now without fixed terms and due on demand. The Sponsor acknowledged that the Company is not in default. Administrative Support Agreement The Company has agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Company’s management a total of $10,000 per month for office space, utilities and secretarial support. As of December 31, 2021, $20,000 had been recorded or paid. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Each loan would be evidenced by promissory note. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. 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. As of December 31, 2021, no such Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares and shares issued to EBC (“EBC Shares”), as well as the holders of any warrants the Company’s Sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from lock up. The holders of a majority of the Founder Shares, EBC Shares, and warrants issued to the Sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after consummation of the Business Combination. Notwithstanding anything to the contrary, EBC and Cantor may only make a demand on one occasion and only during the five-year period beginning on the Effective Date of the registration statement of which the prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of the Business Combination; provided, however, that EBC and Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on the Effective Date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Public Offering to purchase up to 2,025,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 8, 2021, the underwriters partially exercised this option and purchased an additional 2,000,000 Units and forfeited the remaining 25,000 available. The underwriters received a cash underwriting discount of 2.0% of the gross proceeds of the Public Offering, or $2,700,000 (which is capped at $2,700,000 with the remaining $400,000 deferred to the close of the Business Combination with the rest of the deferred underwriting discount due to the underwriters’ partial over-allotment exercise). The underwriters will be entitled to a cash underwriting discount of 5.0% of the gross proceeds of the Public Offering, or $6,750,000 (or up to $8,150,000, inclusive of the $400,000 deferral noted above, if the underwriters’ over-allotment is exercised in full) upon consummation of the Business Combination. The underwriters agreed to reimburse the Company a portion of expenses related to the IPO. A total of $543,450 was reimbursed to the Company by the underwriters in pursuant of this agreement. Consulting and Advisory Services Fee The Company engaged Cohen & Company Capital Markets (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services in connection with the Public Offering, for which it received an advisory fee equal to 0.6% of the aggregate proceeds of the Public Offering, net of underwriter’s expenses. This fee was deducted from the underwriting fees paid to Cantor as described above. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. CCM agreed to defer the portion of its fee resulting from exercise of the underwriters’ over-allotment option until the consummation of our initial Business Combination. The Company has also engaged CCM as an advisor in connection with our initial Business Combination for which it will earn an advisory fee of 1.5% of the proceeds of the Public Offering payable at closing of the Business Combination, which will be deducted from the deferred underwriting fee paid to Cantor as described above. CCM’s fees will be offset from the underwriting fees described above and will not result in any incremental fees to the Company. CCM is engaged to represent the Company’s interests only and did not participate in the Public Offering as defined in FINRA Rule 5110(j)(16); it is acting as an independent financial adviser as defined in FINRA Rule 5110(j)(9). As such, CCM did not act as an underwriter in connection with the Public Offering, it did not identify or solicit potential investors in the Public Offering or otherwise be involved in the distribution of the Public Offering. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Note 7 — Stockholders’ Equity (Deficit) Preferred Stock Common Stock EBC Shares — On July 12, 2021, EBC returned 150,000 EBC Shares to the Company, at no cost, which were subsequently cancelled. This return resulted in EBC shares outstanding of 50,000 pre-dividend. The number of EBC Shares outstanding increased to 70,000 after giving effect to the stock dividend of 1.4 for 1 on September 15, 2021, which is what was outstanding as of September 30, 2021. On November 3, 2021, the Company issued a stock dividend of 1.08 for 1, which resulted in 75,600 EBC Shares outstanding. The Company accounted for the EBC Shares as a charge directly to stockholder’s equity. The Company estimated the fair value of representative shares to be $870. The holders of the EBC Shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial Business Combination. In addition, the holders of the EBC Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete our initial Business Combination within the Combination Period. Public Warrants — Redemption of warrants The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to the warrant holders; ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants 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 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, except as described below, the warrants will not be adjusted for issuance of 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 common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per 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), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 (i) Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 8 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Start-up costs $ 170,381 Federal net operating loss 16,297 Total deferred tax asset 186,678 — Valuation allowance (186,678 ) — Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — Deferred (186,678 ) — State Current — Deferred — Change in valuation allowance 186,678 — Income tax provision $ — The Company’s federal net operating loss carryforward as of December 31, 2021 amounted to $77,604 and will be carried forward indefinitely. 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, the change in the valuation allowance was $186,678. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, December 31, Statutory federal income tax rate $ 21.00 % 21.00 % State taxes, net of federal tax benefit — Permanent book/tax differences and other — (21.00 )% Change in valuation allowance (21.00 )% Income tax provision $ — The Company files income tax returns in the U.S. federal jurisdiction, in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 15, 2022, the Company entered into a letter agreement (the “Agreement”) with Bruderman Advisory Group, LLC (“Bruderman”), pursuant to which Bruderman is engaged to act as the Company’s advisor, on a nonexclusive basis, in connection with the Company’s Business Combination. Upon the consummation of a Business Combination with an entity that Bruderman introduced to the Company, the Company agreed to pay Bruderman 1% of the total consideration paid or transferred with respect to the Business Combination. The Agreement may be terminated at any time; however, Bruderman is entitled to its 1% fee if at any time prior to 12 months after the termination of the Agreement, the Company consummates the Business Combination with an entity introduced by Bruderman or enters into a letter agreement to consummate a Business Combination with an entity introduced by Bruderman that is later consummated. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. |
Use of Estimates | Use of Estimates The preparation of the 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 has $1,046,646 in cash and no cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less. During the year ended December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the Public Offering and were charged to temporary equity and stockholders’ equity (deficit) based on the underlying instruments’ relative fair value upon the completion of the Public Offering. If the Public Offering had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. |
Warrant Liability | Warrant Liability We evaluated the Public Warrants (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying value, excluding gross unrealized holding gain and fair value of held to maturity securities on December 31, 2021 are classified as Level 1 and are as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 158,107,411 $ 2,792 $ — $ 158,110,203 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity (deficit). The Company’s shares of common stock sold in the Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of shares of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. All of the 15,500,000 common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2021, all shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The common stock subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Gross Proceeds $ 155,000,000 Less: Fair Value of public warrants (6,062,414 ) Common stock issuance costs (10,936,100 ) Plus: Remeasurement of carrying value to redemption value 20,098,514 Common stock subject to possible redemption $ 158,100,000 |
Net Loss Per Common Stock | Net Loss Per Common Stock The Company applies the two-class method in calculating earnings per share, with one class being the redeemable shares and one class being the non-redeemable shares. The contractual formula utilized to calculate the redemption amount approximates fair value. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable common stock and the non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. |
Reconciliation of Net Loss per Common Stock | Reconciliation of Net Loss per Common Stock The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common stock is calculated as follows: For the For the Redeemable Common Stock Net loss allocable to redeemable common stock $ (314,136 ) $ — Basic and diluted weighted average shares outstanding, redeemable common stock 2,293,151 — Basic and diluted net loss per common stock $ (0.14 ) $ — Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (574,805 ) $ (2,642 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 4,195,998 3,006,500 Basic and diluted net loss per common stock $ (0.14 ) $ (0.00 ) |
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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 December 31, 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, including funds held in Trust on behalf of the Company, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on this account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of carrying value, excluding gross unrealized holding gain and fair value | Carrying Gross Gross Fair Value U.S. Treasury Securities $ 158,107,411 $ 2,792 $ — $ 158,110,203 |
Schedule of common stock subject to possible redemption | Gross Proceeds $ 155,000,000 Less: Fair Value of public warrants (6,062,414 ) Common stock issuance costs (10,936,100 ) Plus: Remeasurement of carrying value to redemption value 20,098,514 Common stock subject to possible redemption $ 158,100,000 |
Schedule of basic and diluted net loss per common share | For the For the Redeemable Common Stock Net loss allocable to redeemable common stock $ (314,136 ) $ — Basic and diluted weighted average shares outstanding, redeemable common stock 2,293,151 — Basic and diluted net loss per common stock $ (0.14 ) $ — Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (574,805 ) $ (2,642 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 4,195,998 3,006,500 Basic and diluted net loss per common stock $ (0.14 ) $ (0.00 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, December 31, Deferred tax asset Organizational costs/Start-up costs $ 170,381 Federal net operating loss 16,297 Total deferred tax asset 186,678 — Valuation allowance (186,678 ) — Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | December 31, December 31, Federal Current $ — Deferred (186,678 ) — State Current — Deferred — Change in valuation allowance 186,678 — Income tax provision $ — |
Schedule of federal income tax rate to company’s effective tax rate | December 31, December 31, Statutory federal income tax rate $ 21.00 % 21.00 % State taxes, net of federal tax benefit — Permanent book/tax differences and other — (21.00 )% Change in valuation allowance (21.00 )% Income tax provision $ — |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 |
Organization and Business Operations (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10.2 | $ 10 |
Underwriter exercised (in Shares) | 2,000,000 | |
Transaction costs | $ 11,381,247 | |
Underwriting commissions | 2,700,000 | |
Deferred underwriting fees | 8,150,000 | |
Other cash offering costs | $ 531,247 | |
Asset held in trust account percentage | 80.00% | |
Outstanding voting securities percentage | 50.00% | |
Maturity days | 180 days | |
Share redemption percentage | 100.00% | |
Cash | $ 1,046,646 | |
Due from Sponsor | 1,079,831 | |
Payment from Sponsor | 25,000 | |
Promissory note from Sponsor | $ 150,000 | |
IPO [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Share issued (in Shares) | 15,500,000 | 15,500,000 |
Price per share (in Dollars per share) | $ 10 | |
Per unit price (in Dollars per share) | $ 10.2 | |
Net proceeds | $ 158,100,000 | |
Pro rate price per share (in Dollars per share) | 10.2 | |
Over-Allotment Option [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Share issued (in Shares) | 2,000,000 | |
Aggregate of shares (in Shares) | 770,000 | |
Forfeited the remainder (in Shares) | 2,025,000 | |
Sponsor [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
public share price (in Dollars per share) | $ 10.2 | |
Sponsor [Member] | Private Placement [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash and no cash equivalents | $ 1,046,646 | $ 25,010 | |
Federal depository insurance coverage | $ 250,000 | ||
Initial Public Offering [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Share issued (in Shares) | 15,500,000 | 15,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of carrying value, excluding gross unrealized holding gain and fair value - US Treasury Securities [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Marketable Securities [Line Items] | |
Carrying Value as of December 31, 2021 | $ 158,107,411 |
Gross Unrealized Gains | 2,792,000,000 |
Gross Unrealized Losses | |
Fair Value as of December 31, 2021 | $ 158,110,203 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of common stock subject to possible redemption [Abstract] | |
Gross Proceeds | $ 155,000,000 |
Less: | |
Fair Value of public warrants | (6,062,414) |
Common stock issuance costs | (10,936,100) |
Plus: | |
Remeasurement of carrying value to redemption value | 20,098,514 |
Common stock subject to possible redemption | $ 158,100,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Redeemable Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share [Line Items] | ||
Net loss | $ (314,136) | |
Basic and diluted weighted average shares outstanding | 2,293,151 | |
Basic and diluted net loss per common stock | $ (0.14) | |
Non-Redeemable Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share [Line Items] | ||
Net loss | $ (2,642) | $ (574,805) |
Basic and diluted weighted average shares outstanding | 3,006,500 | 4,195,998 |
Basic and diluted net loss per common stock | $ 0 | $ (0.14) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Share price per unit | $ 10 | $ 10 |
Gross proceeds | $ 155,000,000 | |
Common stock, par value | $ 0.0001 | |
Exercise price | $ 11.5 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share issued | 15,500,000 | 15,500,000 |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share issued | 2,000,000 | |
Full underwriters | 2,025,000 |
Private Shares (Details)
Private Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | |
Private Shares (Details) [Line Items] | ||
Purchase aggregate shares | 770,000 | |
Price per share (in Dollars per share) | $ 10 | $ 10 |
Aggregate purchase value (in Dollars) | $ 7,700,000 | |
Sponsor [Member] | ||
Private Shares (Details) [Line Items] | ||
Purchase aggregate shares | 722,750 | |
Cantor [Member] | ||
Private Shares (Details) [Line Items] | ||
Purchase aggregate shares | 47,250 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 03, 2021 | Mar. 02, 2021 | Sep. 15, 2021 | Nov. 20, 2020 | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 19, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Stock split, description | On November 3, 2021, the Company effected an additional 1.08 for 1 dividend, and as a result, the Company’s initial stockholders held 5,433,750 Founder Shares, which included an aggregate of up to 708,750 shares subject to forfeiture. | On March 2, 2021, the Company effected a stock dividend of 1.25 for 1 for each common stock held by the Sponsor, resulting in the Sponsor holding an aggregate of 3,593,750 common stock, of which up to 468,750 shares were subject to forfeiture. | On September 15, 2021, the Company effected an additional 1.4 for 1 dividend, resulting in 5,031,250 Founder Shares, of which up to 656,250 shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor collectively owns shares equal to 35% of the shares issued in the Public Offering. | ||||
Underwriter partially exercised, description | the underwriter partially exercised their over-allotment option and purchased an additional 2,000,000 Units out of the 2,025,000 available to them and forfeited the remainder. As a result, 8,750 Founder Shares were forfeited resulting in aggregate Founder Shares outstanding of 5,425,000. | ||||||
Aggregate principal amount | $ 150,000 | ||||||
Outstanding under the promissory note | $ 153,127 | ||||||
Office space, utilities and secretarial support | 10,000 | ||||||
Other recorded or paid | 20,000 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination | $ 1,500,000 | ||||||
Business combination units at a price per unit (in Dollars per share) | $ 10 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Sponsor paid | $ 25,000 | ||||||
Founder Shares [Member] | Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Issuance of shares (in Shares) | 2,875,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of additional units (in Shares) | 2,000,000 | |
Remaining forfeited shares (in Shares) | 25,000 | |
Underwriting discount percentage | 2.00% | |
Gross proceeds | $ 2,700,000 | |
Over-Allotments [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of additional units (in Shares) | 2,025,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Other underwriting expense | $ 543,450 | |
Underwriting [Member] | Over-Allotments [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Remaining amount | 8,150,000 | |
Deferral noted | $ 400,000 | |
Underwriting [Member] | Public Offering [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting discount percentage | 5.00% | |
Gross proceeds | $ 6,750,000 | |
Business Combination [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Business combination marketing agreement, description | The Company engaged Cohen & Company Capital Markets (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services in connection with the Public Offering, for which it received an advisory fee equal to 0.6% of the aggregate proceeds of the Public Offering, net of underwriter’s expenses. This fee was deducted from the underwriting fees paid to Cantor as described above. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. CCM agreed to defer the portion of its fee resulting from exercise of the underwriters’ over-allotment option until the consummation of our initial Business Combination. The Company has also engaged CCM as an advisor in connection with our initial Business Combination for which it will earn an advisory fee of 1.5% of the proceeds of the Public Offering payable at closing of the Business Combination, which will be deducted from the deferred underwriting fee paid to Cantor as described above. CCM’s fees will be offset from the underwriting fees described above and will not result in any incremental fees to the Company. | |
Business Combination [Member] | Underwriting [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Remaining amount | $ 2,700,000 | |
Deferral noted | $ 400,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - USD ($) | Nov. 08, 2021 | Nov. 03, 2021 | Jul. 12, 2021 | Mar. 09, 2021 | Mar. 02, 2021 | Oct. 12, 2020 | Sep. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 5,622,750 | 6,270,600 | |||||||
Common stock, shares outstanding | 5,622,750 | 6,270,600 | |||||||
Aggregate common stock subject to forfeiture | 708,750 | ||||||||
Shares issued in percentage | 35.00% | ||||||||
EBC shares description | EBC Shares — On October 12, 2020, the Company issued to the designees of EBC 100,000 EBC Shares for nominal consideration. | ||||||||
Shares outstanding pre-dividend | 50,000 | ||||||||
Share outstanding value | 75,600 | ||||||||
Redemption of warrants Description | The Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●at any time after the warrants become exercisable; ●if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to the warrant holders; ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants | ||||||||
Common Stock [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Founder share | 5,433,750 | ||||||||
Common stock subject to forfeiture | 708,750 | ||||||||
Purchased an additional units | 2,000,000 | ||||||||
Forfeited shares | 2,025,000 | ||||||||
Founder Shares forfeited | 8,750 | ||||||||
Aggregate Founder Shares outstanding | 5,425,000 | ||||||||
IPO [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Fair value of representative amount (in Dollars) | $ 870 | ||||||||
Business Combination [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Business combination description | In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per 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), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 (i) Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities. | ||||||||
Early bird capital [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Dividend share | 125,000 | ||||||||
Cost value (in Dollars per share) | $ 25,000 | ||||||||
Cost of share | 100,000 | ||||||||
Additional Shares | 100,000 | ||||||||
Price per share (in Dollars per share) | $ 0.0001 | ||||||||
Outstanding amount | 200,000 | ||||||||
Basic shares | 150,000 | ||||||||
Outstanding shares (in Dollars per share) | $ 70,000 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 77,604 |
Change in the valuation allowance | $ 186,678 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Organizational costs/Start-up costs | $ 170,381 | |
Federal net operating loss | 16,297 | |
Total deferred tax asset | 186,678 | |
Valuation allowance | (186,678) | |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Current | ||
Deferred | (186,678) | |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 186,678 | |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate to company’s effective tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of federal income tax rate to company’s effective tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | ||
Permanent book/tax differences and other | (21.00%) | |
Change in valuation allowance | (21.00%) | |
Income tax provision |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Feb. 22, 2022 | |
Subsequent Events (Details) [Line Items] | |
Total consideration percentage | 1.00% |
Fee percentage | 1.00% |