Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity Registrant Name | Flame Acquisition Corp. | |
Entity Central Index Key | 0001831481 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Address, State or Province | TX | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity File Number | 001-40111 | |
Entity Address, Address Line One | 700 Milam Street Suite 3300 | |
Entity Address, City or Town | Houston | |
Entity Address, Postal Zip Code | 77002 | |
Entity Tax Identification Number | 85-3514078 | |
City Area Code | 713 | |
Local Phone Number | 579-6106 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one warrant | |
Trading Symbol | FLME.U | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | FLME | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,187,500 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class | |
Trading Symbol | FLME.WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 367,028 | $ 322,768 |
Prepaid expenses | 473,663 | 521,878 |
Total current assets | 840,691 | 844,646 |
Prepaid expenses – Non-Current | 78,630 | |
Investment held in Trust Account | 287,512,337 | 287,516,153 |
Total assets | 288,353,028 | 288,439,429 |
Liabilities and Stockholders’ Deficit | ||
Accounts payable and accrued expenses | 263,471 | 275,500 |
Convertible promissory notes – related parties, at fair value | 1,266,600 | 956,115 |
Total current liabilities | 1,530,071 | 1,231,615 |
Warrant Liabilities | 5,788,500 | 12,647,250 |
Total liabilities | 7,318,571 | 13,878,865 |
Commitments | ||
Class A Common Stock subject to possible redemption; 28,750,000 shares at redemption value | 287,500,000 | 287,500,000 |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (6,466,262) | (12,940,155) |
Total stockholders’ deficit | (6,465,543) | (12,939,436) |
Total Liabilities and Stockholders’ Deficit | 288,353,028 | 288,439,429 |
Common Class B [Member] | ||
Stockholders’ deficit: | ||
Common Stock, Value | $ 719 | $ 719 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value 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 |
Temporary equity shares outstanding | 28,750,000 | 28,750,000 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 28,750,000 | 28,750,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 7,187,500 | 7,187,500 |
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Formation and operating costs | $ 424,493 | $ 105,227 |
Loss from operations | (424,493) | (105,227) |
Other income (expenses) | ||
Interest income from Trust Account | 15,121 | 1,416 |
Change in fair value of convertible promissory notes – related parties | (27,611) | |
Change in fair value of warrant liabilities | 6,858,750 | 477,375 |
Offering costs allocated to warrants | (280,829) | |
Total other income, net | 6,846,260 | 197,962 |
Net income | $ 6,421,767 | $ 92,735 |
Basic and diluted net income per share | $ 0.18 | $ 0.01 |
Redeemable Class A Common Stock [Member] | ||
Other income (expenses) | ||
Weighted average shares outstanding | 28,750,000 | 9,691,011 |
Non Redeemable Class B Common Stock [Member] | ||
Other income (expenses) | ||
Weighted average shares outstanding | 7,187,500 | 6,566,011 |
Common Class B [Member] | ||
Other income (expenses) | ||
Basic and diluted net income per share | $ 0.18 | $ 0.01 |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Deficit - USD ($) | Total | Private Placement Warrants [Member] | Common StockCommon Class B [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Private Placement Warrants [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2020 | $ 23,343 | $ 719 | $ 24,281 | $ (1,657) | ||
Balance, shares at Dec. 31, 2020 | 7,187,500 | |||||
Proceeds received in excess of initial fair value of Private Placement Warrants | $ 1,166,375 | $ 1,166,375 | ||||
Remeasurement of Class A common stock to possible redemption | (18,545,672) | $ (1,190,656) | (17,355,016) | |||
Net income | 92,735 | 92,735 | ||||
Ending Balance at Mar. 31, 2021 | (17,263,219) | $ 719 | (17,263,938) | |||
Balance, shares at Mar. 31, 2021 | 7,187,500 | |||||
Beginning Balance at Dec. 31, 2021 | (12,939,436) | $ 719 | (12,940,155) | |||
Balance, shares at Dec. 31, 2021 | 7,187,500 | |||||
Initial fair value adjustment of convertible promissory notes – related parties | 52,126 | 52,126 | ||||
Remeasurement of Class A common stock to possible redemption | (18,545,672) | |||||
Net income | 6,421,767 | 6,421,767 | ||||
Ending Balance at Mar. 31, 2022 | $ (6,465,543) | $ 719 | $ (6,466,262) | |||
Balance, shares at Mar. 31, 2022 | 7,187,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 6,421,767 | $ 92,735 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income from Trust Account | (15,121) | (1,416) |
Change in fair value of convertible promissory note – related parties | 27,611 | |
Change in fair value of warrant liabilities | (6,858,750) | (477,375) |
Offering costs allocated to warrants | 280,829 | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 126,845 | (985,260) |
Accounts payable and accrued expenses | (12,029) | 701,878 |
Net cash used in operating activities | (309,677) | (388,609) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (287,500,000) | |
Cash withdrawn from Trust Account | 18,937 | |
Net cash provided by (used in) investing activities | 18,937 | (287,500,000) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of underwriters’ fees | 281,750,000 | |
Proceeds from issuance of Private Placement Warrants | 7,750,000 | |
Proceeds of promissory note - related party | 31,548 | |
Repayment of promissory note - related party | (75,174) | |
Proceeds from convertible promissory note – related parties | 335,000 | |
Payments of offering costs | (799,796) | |
Net cash provided by financing activities | 335,000 | 288,656,578 |
Net change in cash | 44,260 | 767,969 |
Cash, beginning of the period | 322,768 | 9,014 |
Cash, end of the period | 367,028 | 776,983 |
Supplemental disclosure of noncash investing and financing activities | ||
Initial measurement of fair value of Promissory Note | $ (52,126) | |
Initial value of warrant liabilities | 18,802,375 | |
Initial value of Class A common stock subject to possible redemption | $ 287,500,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization, and Business Operations Organization and General Flame Acquisition Corp. (the “Company”) was incorporated in Delaware on October 16, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022, relates to the Company’s formation, the Initial Public Offering (“IPO”) described below and, since the closing of the IPO, the search for a target for our initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and non-operating income or expense from changes in the fair value of warrant liabilities and promissory notes. Financing The registration statement for the Company’s IPO was declared effective on February 24, 2021 (the “Effective Date”). On March 1, 2021, the Company consummated the IPO of 28,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,750,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, which is discussed in Note 4. Transaction costs amounted to $6,607,751 consisting of $5,750,000 of underwriting fees and $857,751 of other offering costs. Of the total transaction costs, $280,829 was allocated to expense as non-operating expense in the condensed statement of operations for the three months ended March 31, 2021 with the rest of the offering costs allocated among common stock subject to possible redemption and stockholders’ deficit. The transaction costs were allocated based on the with and without method, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on March 1, 2021, an amount of $287,500,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing of an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 , “Distinguishing Liabilities from Equity” (“ASC 480”). 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 consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for the payment of taxes, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding Public Shares, subject to applicable law, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations. The Company has not independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot be certain that its sponsor would be able to satisfy those obligations. Going Concern As of March 31, 2022, the Company had cash outside the Trust Account of $367,028 available for working capital needs and a working capital deficit of $689,380. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination, to redeem common stock or to use for payment of taxes. As of March 31, 2022, $12,337 of the amount in the Trust Account was available to be withdrawn as described above and during the three months ended March 31, 2022, the Company withdrew $18,937 for payment of taxes. Through March 31, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants, as well as $300,000 that was available under the Initial Promissory Note, $365,000 that was available under the First Working Capital Loan (see Note 5), $800,000 that was available under the Second Working Capital Loan (see Note 5) and $335,000 that was available under the Third Working Capital Loan (see Note 5). As of March 31, 2022, each of the working capital loans was fully drawn down. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. If the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a business combination are less than the actual amounts necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination and will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. Except as contemplated by the terms of the Initial Promissory Note, First Working Capital Loan (see Note 5), Second Working Capital Loan (see Note 5), and Third Working Capital Loan (see Note 5), the Company’s Sponsor, officers or directors are not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. We are also subject to a mandatory liquidation and subsequent dissolution requirement if we do not complete our initial business combination by March 1, 2023. We cannot assure you that our plans to raise capital or to consummate an initial business combination before March 1, 2023 will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2— Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 4, 2022, as well as the Company’s Current Reports on Form 8-K. The accompanying condensed balance sheet as of December 31, 2021 has been derived from our audited financial statements included in that Annual Report. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Trust Account had $287,512,337 and $287,516,513 held in marketable securities, respectively. During the three months ended March 31, 2022, the Company withdrew $18,937 of interest income from the Trust Account to pay its tax obligations. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. 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. At March 31, 2022 and December 31, 2021, the Company did not experience losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock 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, common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of our initial public offering, we recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds from Initial Public Offering $ 287,500,000 Less: Common stock issuance costs (6,326,922 ) Proceeds allocated to public warrants (12,218,750 ) Plus: Remeasurement of Class A common stock to possible redemption 18,545,672 Contingently redeemable common stock $ 287,500,000 There were no changes on the Class A common stock subject to possible redemption for the three months period ended March 31, 2022. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Subsequent measurement of the redeemable Class A common stock is excluded from income (loss) per share of common stock as the redemption value approximates fair value. Net income per share of common stock is computed by dividing the pro rata net income between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the IPO, as well as warrants issuable upon the exercise of the conversion option on outstanding working capital loans, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 23,290,000 shares of Class A common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except share amounts): For the Three Months ended March 31, 2022 For the Three Months ended March 31, 2021 Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 5,137,414 $ 55,280 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 28,750,000 9,691,011 Basic and Diluted net income per share, Redeemable Class A common stock $ 0.18 $ 0.01 Non-Redeemable Common Stock Numerator: Net income allocable to Class B common stock not subject to redemption $ 1,284,353 $ 37,455 Denominator: Weighted Average Non-Redeemable common stock, Basic and Diluted 7,187,500 6,566,011 Basic and diluted net income per share $ 0.18 $ 0.01 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were allocated among common stock subject to possible redemption and to stockholders’ deficit upon the completion of the IPO. Accordingly, during the three months ended March 31, 2021, offering costs totaling $6,607,751 were charged to temporary equity and stockholders’ deficit (consisting of $5,750,000 of underwriting fee and $857,751 of other offering costs). Of the total transaction cost, $280,829 was allocated to warrants as a non-operating expense in the condensed statement of operations for the three months ended March 31, 2021 with the rest of the offering costs allocated among common stock subject to possible redemption and to stockholders’ deficit. The transaction costs were allocated based on the with and without method, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement had been estimated using Monte-Carlo simulations at the initial measurement date. However, for each subsequent measurement, beginning on April 19, 2021, the public warrants were measured at the Observable Quoted Price in Active Markets and the private warrants were measured using the Modified Black-Scholes Option Pricing Model. Convertible Promissory Notes - Related Party The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statement of operations. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022, and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022, and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2022, and 2021 was approximately 0%, which differs from the expected income tax rate due to the change in the fair value of the warrant liabilities, change in the fair value of convertible promissory note – related parties and the start-up costs (discussed above) which are not currently deductible. The Company has identified the United States as its only “major” tax jurisdiction. Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share, and one |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, Flame Acquisition Sponsor, LLC a Delaware company (the “Sponsor”), Intrepid Financial Partners, LLC (an affiliate of one of the Company’s underwriters) (“Intrepid”) and FL Co-Investment, LLC (an affiliate of one of the Company’s underwriters) (“FL Co-Investment”) collectively the (“Initial Stockholders”), purchased an aggregate of 7,750,000 Private Placement Warrants at a price of $1.00 per warrant ($7,750,000 in the aggregate), and each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. Proceeds in excess of the initial fair value of Private Placement Warrants of $1,166,375 is included in the statement of changes in stockholders’ deficit for the three months ended March 31, 2021. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In November 2020, our founders acquired 7,187,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 (the “Class B common stock”), or approximately $0.0035 per share. The Sponsor purchased 4,671,875 Founder Shares, FL Co-Investment purchased 1,257,813 Founder Shares and Intrepid Financial Partners purchased 1,257,812 Founder Shares. On November 25, 2020, the Sponsor sold 434,375 Founder Shares to some of the Company’s directors and executives, including Gregory D. Patrinely, the Company’s Chief Financial Officer and Secretary, at their original purchase price. Simultaneously with such transfer, each of FL Co-Investment and Intrepid Financial Partners transferred 13,125 Founder Shares to our sponsor, respectively, at their original purchase price. Such sale of Founder Shares to the Company’s directors and executives is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were sold to directors and executives and effectively transferred subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of March 31, 2022, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s stockholders. As a result, the Company determined that taking into account that there is a possibility that a Business Combination might not happen, and, therefore, no stock-based compensation expense has been recognized. The Initial Stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination. Notwithstanding the foregoing, if (x) the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock, 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 Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, the converted Class A common stock will be released from the lock-up. Promissory Note — Related Party On November 25, 2020, the Company issued an unsecured promissory note to the Initial Stockholders (the “Initial Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Initial Promissory Note is non-interest bearing and payable on the earlier of (i) May 25, 2021 or (i) the consummation of the IPO. During the three months ended March, 2021, the Company repaid the Initial Promissory Note in full and no additional borrowings under such note are available. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers 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, or convert them to warrants as described below. 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 warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As discussed below, since inception, the Company has entered into three convertible promissory notes under this arrangement with the Sponsor to provide Working Capital Loans. Convertible Promissory Notes On March 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “First Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $365,000. The First Working Capital Loan is non-interest bearing and payable on the consummation of the Company’s Business Combination. The First Working Capital Loan was fully drawn down in the three months ended September 30, 2021. Our sponsor assigned approximately $145,000 of the First Working Capital Loan to our Chief Financial Officer and Secretary, Gregory Patrinely, approximately $110,000 of the First Working Capital Loan to our Vice President, Anthony Duenner, and approximately $110,000 of the First Working Capital Loan to our Vice President, Caldwell Flores. As of March 31, 2022 and December 31, 2021, the First Working Capital Loan in the amount of $365,000 was fully drawn. The fair value of the note was estimated by the Company to be $383,323 at initial measurement and $308,206 and $299,556 at March 31, 2022 and December 31, 2021, respectively. On December 27, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Second Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $800,000. The Second Working Capital Loan is non-interest bearing and payable on the consummation of the Company’s Business Combination. As of March 31, 2022 and December 31, 2021, the Second Working Capital Loan in the amount of $800,000 was fully drawn. The fair value of the note was estimated by the Company to be $656,560 at initial measurement and at December 31, 2021. The fair value of the note was estimated by the Company to be $675,520 at March 31, 2022. On March 29, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Third Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 335,000 . The Third Working Capital Loan is no n-interest bearing and payable on the consummation of the Company’s Business Combination. As of March 31, 2022, the Third Working Capital Loan in the amount of $ 335,000 was fully drawn. The fair value of the note was estimated by the Company to be $ 282,874 at initial mea surement and at March 31, 2022, and the amount by which the proceeds from the Third Working Capital Loan exceed its initial fair value has been recognized as a credit within stockholders’ deficit during the three months ended March 31, 2022 . As of March 31, 2022, there were no borrowings under Working Capital Loans other than the $365,000 outstanding under the First Working Capital Loan, $800,000 outstanding under the Second Working Capital Loan, and $335,000 outstanding under the Third Working Capital Loan as described above. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. The holders 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. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged underwriters as advisors in connection with its business combination to assist it in holding meetings with the Company’s stockholders to discuss the potential business combination and the target business’s attributes, introduce it to potential investors that are interested in purchasing its securities in connection with the potential business combination, assist it in obtaining stockholder approval for the business combination and assist the Company with its press releases and public filings in connection with the business combination. The Company will pay the Marketing Fee (as defined in the Company’s registration statement on Form S-1, as amended, that was filed with the SEC on February 5, 2021) for such services upon the consummation of its initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including the proceeds from the exercise of the over-allotment option. The underwriters will not be entitled to such fee unless the Company consummates its initial business combination. Underwriters Agreement On March 1, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding Class A Common Stock — The Company is authorized to issue a total of 200,000,000 shares of Class A common stock at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were no shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption Class B Common Stock — The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were 7,187,500 shares of Class B common stock issued or outstanding Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock are identical to the shares of Class A common stock included in the units being sold in the IPO, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any Public Shares held by them in connection with the completion of our Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete our Business Combination within the prescribed time period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete our Business Combination within such time period, (iii) the Class B common stock are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial Business Combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and (iv) are subject to registration rights. If the Company submits our Business Combination to our public stockholders for a vote, our Initial stockholders have agreed to vote any Class B common stock and any Public Shares purchased during or after the IPO in favor of our initial Business Combination. With certain limited exceptions, the Class B common stock are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of our 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 our initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Warrants | Note 8 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of 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 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants For Cash —Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. Redemption of Warrants For Shares of Class A Common Stock —commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock: • in whole and not in part; • at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock; • upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of shares 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 Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public 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 a 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that (x) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants are exercisable on a cashless basis and non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9— Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, 2022 Level December 31, 2021 Assets: U.S. Money Market and Treasury Securities Held in Trust Account 1 $ 287,512,337 1 $ 287,516,153 Liabilities: Warrant liability—Public Warrants 1 4,168,750 1 $ 8,625,000 Warrant liability—Private Warrants 3 1,619,750 3 $ 4,022,250 Promissory Note 3 1,266,600 3 $ 956,115 Investment Held in Trust Account As of March 31, 2022, and December 31, 2021, investments in the Company’s Trust Account consisted of $287,512,337 and $287,516,153 in U.S. Money Market funds, respectively. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2022 and 2021 and for the year ended December 31, 2021. Level 1 instruments include investments in money markets and Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liabilities Public Warrants were transferred from Level 3 to Level 1 when they started trading on April 19, 2021, at a value of $15,381,250. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement had been estimated using Monte-Carlo simulations at the initial measurement date up to the date when the Public Warrants started trading on April 19, 2021. For each subsequent measurement since April 19, 2021, the public warrants were measured at the Observable Quoted Price in Active Markets. Private warrants were measured using the Modified Black-Scholes Optional Pricing Model. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. As Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners, will not be exercisable more than five years from the effective date of the registration statement, the exercise period end date is different other Private Placement Warrants which will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. So they have different inputs to the Modified Black-Scholes Optional Pricing Model. The following table provides quantitative information regarding Level 3 inputs to determine the fair values of Public and Private Placement Warrants as of March 1, 2021, and Private Placement Warrants as of December 31, 2021 and March 31, 2022. March 5, 2021 December 31, 2021 March 31, 2022 Stock price $ 9.62 $ 9.72 $ 9.75 Strike price $ 11.50 $ 11.50 $ 11.50 Term (in years) 5.50 4.15 3.90 Volatility 15.0 % 10.8 % 4.6 % Risk-free rate 0.81 % 1.13 % 2.41 % Dividend yield 0.00 % 0.00 % 0.00 % The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners, as of December 31, 2021 and March 31, 2022. Inputs December 31, 2021 March 31, 2022 Stock price $ 9.72 $ 9.75 Strike price $ 11.50 $ 11.50 Term (in years) 5.42 5.59 Volatility 10.8 % 4.6 % Risk-free rate 1.29 % 2.39 % Dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 1, 2021 12,218,750 6,583,625 18,802,375 Change in valuation inputs or other assumptions (287,500 ) (189,875 ) (477,375 ) Fair value as of March 31, 2021 $ 11,931,250 $ 6,393,750 $ 18,325,000 Fair value as of December 31, 2021 $ 8,625,000 $ 4,022,250 $ 12,647,250 Change in valuation inputs or other assumptions (4,456,250 ) (2,402,500 ) (6,858,750 ) Fair value as of March 31, 2022 $ 4,168,750 $ 1,619,750 $ 5,788,500 Promissory Notes The convertible promissory notes were valued using a combination of Black-Scholes and Geske models, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Promissory Notes was based on the following significant inputs: Inputs August 11, 2021 December 31, 2022 March 31, 2022 Exercise price $ 11.50 $ 11.50 $ 11.50 Volatility 23.0 % 12.9 % 5.2 % Expected term to warrant expiration 5.2 years 5.4 years 5.6 years Risk-free-rate 0.84 % 1.32 % 2.39 % Dividend yield 0 % 0 % 0 % Stock price $ 9.68 $ 9.71 $ 9.75 The following table presents the changes in the fair value of the Level 3 Promissory Notes: Fair value as of December 31, 2020 $ — Proceeds received through Convertible Promissory Note on August 11, 2021 365,000 Initial measurement of fair value of Promissory Note 18,323 Proceeds received through Convertible Promissory Note on December 29, 2021 800,000 Initial measurement of fair value of Promissory Note (143,440 ) Change in fair value of Promissory Notes (83,768 ) Fair value as of December 31, 2021 $ 956,115 Proceeds received through Convertible Promissory Note on March 29, 2022 335,000 Initial measurement of fair value of Promissory Note (52,126 ) Change in fair value of Promissory Notes 27,611 Fair value as of March 31, 2022 $ 1,266,600 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2022 and 2021 and the year ended December 31, 2021 for the Promissory Notes. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed 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 condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 4, 2022, as well as the Company’s Current Reports on Form 8-K. The accompanying condensed balance sheet as of December 31, 2021 has been derived from our audited financial statements included in that Annual Report. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Trust Account had $287,512,337 and $287,516,513 held in marketable securities, respectively. During the three months ended March 31, 2022, the Company withdrew $18,937 of interest income from the Trust Account to pay its tax obligations. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. |
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. At March 31, 2022 and December 31, 2021, the Company did not experience losses on this account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock 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, common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of our initial public offering, we recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds from Initial Public Offering $ 287,500,000 Less: Common stock issuance costs (6,326,922 ) Proceeds allocated to public warrants (12,218,750 ) Plus: Remeasurement of Class A common stock to possible redemption 18,545,672 Contingently redeemable common stock $ 287,500,000 There were no changes on the Class A common stock subject to possible redemption for the three months period ended March 31, 2022. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Subsequent measurement of the redeemable Class A common stock is excluded from income (loss) per share of common stock as the redemption value approximates fair value. Net income per share of common stock is computed by dividing the pro rata net income between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the IPO, as well as warrants issuable upon the exercise of the conversion option on outstanding working capital loans, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 23,290,000 shares of Class A common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except share amounts): For the Three Months ended March 31, 2022 For the Three Months ended March 31, 2021 Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 5,137,414 $ 55,280 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 28,750,000 9,691,011 Basic and Diluted net income per share, Redeemable Class A common stock $ 0.18 $ 0.01 Non-Redeemable Common Stock Numerator: Net income allocable to Class B common stock not subject to redemption $ 1,284,353 $ 37,455 Denominator: Weighted Average Non-Redeemable common stock, Basic and Diluted 7,187,500 6,566,011 Basic and diluted net income per share $ 0.18 $ 0.01 |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were allocated among common stock subject to possible redemption and to stockholders’ deficit upon the completion of the IPO. Accordingly, during the three months ended March 31, 2021, offering costs totaling $6,607,751 were charged to temporary equity and stockholders’ deficit (consisting of $5,750,000 of underwriting fee and $857,751 of other offering costs). Of the total transaction cost, $280,829 was allocated to warrants as a non-operating expense in the condensed statement of operations for the three months ended March 31, 2021 with the rest of the offering costs allocated among common stock subject to possible redemption and to stockholders’ deficit. The transaction costs were allocated based on the with and without method, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement had been estimated using Monte-Carlo simulations at the initial measurement date. However, for each subsequent measurement, beginning on April 19, 2021, the public warrants were measured at the Observable Quoted Price in Active Markets and the private warrants were measured using the Modified Black-Scholes Option Pricing Model. |
Convertible Promissory Notes - Related Party | Convertible Promissory Notes - Related Party The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022, and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022, and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2022, and 2021 was approximately 0%, which differs from the expected income tax rate due to the change in the fair value of the warrant liabilities, change in the fair value of convertible promissory note – related parties and the start-up costs (discussed above) which are not currently deductible. The Company has identified the United States as its only “major” tax jurisdiction. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Reconciled the Class A Ordinary Shares | At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds from Initial Public Offering $ 287,500,000 Less: Common stock issuance costs (6,326,922 ) Proceeds allocated to public warrants (12,218,750 ) Plus: Remeasurement of Class A common stock to possible redemption 18,545,672 Contingently redeemable common stock $ 287,500,000 |
Summary of Basic and Diluted Net Income Per Share of Common Stock | The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except share amounts): For the Three Months ended March 31, 2022 For the Three Months ended March 31, 2021 Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 5,137,414 $ 55,280 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 28,750,000 9,691,011 Basic and Diluted net income per share, Redeemable Class A common stock $ 0.18 $ 0.01 Non-Redeemable Common Stock Numerator: Net income allocable to Class B common stock not subject to redemption $ 1,284,353 $ 37,455 Denominator: Weighted Average Non-Redeemable common stock, Basic and Diluted 7,187,500 6,566,011 Basic and diluted net income per share $ 0.18 $ 0.01 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, 2022 Level December 31, 2021 Assets: U.S. Money Market and Treasury Securities Held in Trust Account 1 $ 287,512,337 1 $ 287,516,153 Liabilities: Warrant liability—Public Warrants 1 4,168,750 1 $ 8,625,000 Warrant liability—Private Warrants 3 1,619,750 3 $ 4,022,250 Promissory Note 3 1,266,600 3 $ 956,115 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 1, 2021 12,218,750 6,583,625 18,802,375 Change in valuation inputs or other assumptions (287,500 ) (189,875 ) (477,375 ) Fair value as of March 31, 2021 $ 11,931,250 $ 6,393,750 $ 18,325,000 Fair value as of December 31, 2021 $ 8,625,000 $ 4,022,250 $ 12,647,250 Change in valuation inputs or other assumptions (4,456,250 ) (2,402,500 ) (6,858,750 ) Fair value as of March 31, 2022 $ 4,168,750 $ 1,619,750 $ 5,788,500 |
Promissory Note [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model | The convertible promissory notes were valued using a combination of Black-Scholes and Geske models, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Promissory Notes was based on the following significant inputs: Inputs August 11, 2021 December 31, 2022 March 31, 2022 Exercise price $ 11.50 $ 11.50 $ 11.50 Volatility 23.0 % 12.9 % 5.2 % Expected term to warrant expiration 5.2 years 5.4 years 5.6 years Risk-free-rate 0.84 % 1.32 % 2.39 % Dividend yield 0 % 0 % 0 % Stock price $ 9.68 $ 9.71 $ 9.75 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of the Level 3 Promissory Notes: Fair value as of December 31, 2020 $ — Proceeds received through Convertible Promissory Note on August 11, 2021 365,000 Initial measurement of fair value of Promissory Note 18,323 Proceeds received through Convertible Promissory Note on December 29, 2021 800,000 Initial measurement of fair value of Promissory Note (143,440 ) Change in fair value of Promissory Notes (83,768 ) Fair value as of December 31, 2021 $ 956,115 Proceeds received through Convertible Promissory Note on March 29, 2022 335,000 Initial measurement of fair value of Promissory Note (52,126 ) Change in fair value of Promissory Notes 27,611 Fair value as of March 31, 2022 $ 1,266,600 |
Public and Private Placement Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model | The following table provides quantitative information regarding Level 3 inputs to determine the fair values of Public and Private Placement Warrants as of March 1, 2021, and Private Placement Warrants as of December 31, 2021 and March 31, 2022. March 5, 2021 December 31, 2021 March 31, 2022 Stock price $ 9.62 $ 9.72 $ 9.75 Strike price $ 11.50 $ 11.50 $ 11.50 Term (in years) 5.50 4.15 3.90 Volatility 15.0 % 10.8 % 4.6 % Risk-free rate 0.81 % 1.13 % 2.41 % Dividend yield 0.00 % 0.00 % 0.00 % |
Other Private Placement Warrants | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model | The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners, as of December 31, 2021 and March 31, 2022. Inputs December 31, 2021 March 31, 2022 Stock price $ 9.72 $ 9.75 Strike price $ 11.50 $ 11.50 Term (in years) 5.42 5.59 Volatility 10.8 % 4.6 % Risk-free rate 1.29 % 2.39 % Dividend yield 0.00 % 0.00 % |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 25, 2020 |
Organization And Business Operations [Line Items] | ||||||
Proceeds from issuance of IPO | $ 281,750,000 | |||||
cash | $ 776,983 | $ 367,028 | $ 776,983 | $ 322,768 | $ 9,014 | |
Restricted investments term | 185 days | |||||
Minimum percent of balance in the Trust Account for business combination | 80.00% | |||||
Minimum percent of outstanding voting securities owns for business combination | 50.00% | |||||
Redemption of shares for a pro rata portion | $ 10 | |||||
Minimum tangible assets for business combination | $ 5,000,001 | |||||
Percentage of public shares to be redeemed on non-completion of business combination | 100.00% | |||||
Investment income, interest to pay dissolution expenses | $ 100,000 | |||||
Stock price threshold limit | $ 10 | |||||
Working capital deficit | $ 689,380 | |||||
Amount drew down under updated note | 12,337 | |||||
Payment of taxes | 18,937 | |||||
Proceeds from issuance of common stock | 287,500,000 | |||||
Working Capital Loan [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Debt instrument principal amount | 800,000 | |||||
Debt instrument drawn | 800,000 | |||||
Updated Promissory Note [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Debt instrument principal amount | 365,000 | |||||
Debt instrument drawn | 365,000 | |||||
Commercial Paper [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Debt instrument principal amount | 300,000 | $ 300,000 | ||||
Sponsor [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Proceeds from issuance of common stock | 25,000 | |||||
Sponsor [Member] | Unsecured Loan For Working Capital Purposes | ||||||
Organization And Business Operations [Line Items] | ||||||
Debt instrument principal amount | 335,000 | |||||
Debt instrument drawn | $ 335,000 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Class of warrants and rights issued during the period | $ 7,750,000 | |||||
Class of warrants and rights issued price per warrant | $ 1 | |||||
IPO [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Stock issued during period shares | 28,750,000 | |||||
Shares issued price per share | $ 10 | $ 10 | ||||
Proceeds from issuance of IPO | $ 287,500,000 | |||||
Stock issuance costs | 6,607,751 | |||||
Payments for underwriting expense | 5,750,000 | |||||
Other offering costs | 857,751 | |||||
Offering expenses related to warrant issuance | $ 280,829 | |||||
cash | $ 287,500,000 | $ 287,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Marketable Securities | 287,512,337 | 287,516,513 | |
Proceeds from Interest Received | 18,937 | 0 | |
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |
Class A common stock subject to possible redemption | 28,750,000 | 28,750,000 | |
Common stock warrants issued | 22,125,000 | ||
Offering cost | $ 6,607,751 | ||
Underwriting fee on issuance of common stock | 5,750,000 | ||
Other offering cost | 857,751 | ||
Offering cost reclassified as non-operating expense | $ 280,829 | ||
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued interest and penalties | $ 0 | $ 0 | |
Effective tax rate | 0.00% | 0.00% | |
Common Class A [Member] | |||
Significant Accounting Policies [Line Items] | |||
Class A common stock subject to possible redemption | 28,750,000 | 28,750,000 | |
Share subject to possible redemption | 0 | ||
Common stock warrants issued | 23,290,000 | ||
IPO [Member] | |||
Significant Accounting Policies [Line Items] | |||
Common stock warrants issued | 14,375,000 | ||
Private Placement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Common stock warrants issued | 7,750,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Reconciled the Class A Ordinary Shares (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Gross proceeds from Initial Public Offering | $ 287,500,000 | |
Common stock issuance costs | (6,326,922) | |
Proceeds allocated to public warrants | (12,218,750) | |
Remeasurement of Class A common stock to possible redemption | 18,545,672 | $ 18,545,672 |
Contingently redeemable common stock | $ 287,500,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Redeemable Class A Common Stock [Member] | ||
Numerator: | ||
Net income allocable | $ 5,137,414 | $ 55,280 |
Denominator: | ||
Weighted average shares outstanding, Basic | 28,750,000 | 9,691,011 |
Weighted average shares outstanding, Diluted | 28,750,000 | 9,691,011 |
Basic net income per share | $ 0.18 | $ 0.01 |
Diluted net income per share | $ 0.18 | $ 0.01 |
Non Redeemable Common Stock [Member] | ||
Numerator: | ||
Net income allocable | $ 1,284,353 | $ 37,455 |
Denominator: | ||
Weighted average shares outstanding, Basic | 7,187,500 | 6,566,011 |
Weighted average shares outstanding, Diluted | 7,187,500 | 6,566,011 |
Basic net income per share | $ 0.18 | $ 0.01 |
Diluted net income per share | $ 0.18 | $ 0.01 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | Mar. 31, 2021$ / sharesshares | Mar. 31, 2022shares$ / shares | Dec. 31, 2021$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Number of public warrants that each unit consists (in shares) | 0.5 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (Shares) | 28,750,000 | ||
Shares issued price per share | $ / shares | $ 10 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Number of class A common stocks included in each unit | 1 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (Shares) | 3,750,000 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issuable per whole warrant | 1 | ||
Exercise price of warrant | $ / shares | $ 11.50 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Adjustments to additional paid in capital, warrant issued | $ 1,166,375 | |
Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 7,750,000 | |
Number of warrants issued, price per warrant | $ 1 | |
Aggreagate value of warrants issued | $ 7,750,000 | |
Warrants issued, exercise price | $ 11.50 | |
Number of Class A common stock that can be purchased per warrant | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Nov. 30, 2020 | Mar. 31, 2022 | Mar. 29, 2022 | Dec. 31, 2021 | Dec. 27, 2021 | Mar. 31, 2021 | Mar. 01, 2021 | Nov. 25, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Related party transaction terms and manner of settlement | of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock, 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 Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, the converted Class A common stock will be released from the lock-up | |||||||
Debt Instrument Drawn | $ 365,000 | |||||||
Line of credit outstanding | 365,000 | |||||||
Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument convertible conversion amount | $ 1,500,000 | |||||||
Debt instrument convertible conversion price | $ 1 | |||||||
Working capital loans | $ 0 | |||||||
First Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 365,000 | |||||||
Promissory note interest bearing | 0.00% | |||||||
Fair value estimated by the Company | 383,323 | |||||||
Fair value at initial measurement | 308,206 | $ 299,556 | ||||||
Second Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 800,000 | |||||||
Promissory note interest bearing | 0.00% | |||||||
Debt Instrument Drawn | $ 800,000 | |||||||
Fair value at initial measurement | 656,560 | $ 675,520 | ||||||
Debt Instrument Outstanding | 800,000 | |||||||
Third Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 335,000 | |||||||
Promissory note interest bearing | 0.00% | |||||||
Debt Instrument Drawn | $ 335,000 | |||||||
Fair value at initial measurement | 282,874 | |||||||
Debt Instrument Outstanding | 335,000 | |||||||
Commercial Paper [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 300,000 | $ 300,000 | ||||||
Promissory note interest bearing | 0.00% | |||||||
Promissory note payment terms | May 25, 2021 | |||||||
Outstanding borrowings amount | $ 0 | |||||||
Founders [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, Shares | 7,187,500 | |||||||
Stock issued during period, Value | $ 25,000 | |||||||
Shares issued price per share | $ 0.0035 | |||||||
Sponser [Member] | Working Capital Loan [Member] | Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument value assigned | $ 145,000 | |||||||
Sponser [Member] | Working Capital Loan [Member] | Vice President [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument value assigned | $ 110,000 | |||||||
Sponser [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share transfer, trigger price price per share | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days for determining share price | 30 days | |||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||||
Sponser [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, Shares | 4,671,875 | |||||||
Transfer of stock shares transferred | 434,375 | |||||||
Fl Co Investment [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, Shares | 1,257,813 | |||||||
Transfer of stock shares transferred | 13,125 | |||||||
Intrepid Financial Partners [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, Shares | 1,257,812 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Mar. 31, 2022 |
Commitments And Contingencies Disclosure [Abstract] | ||
Percentage of gross proceeds of the IPO payable to Underwriters as Marketing Fee | 3.50% | |
Underwriting discount per share | $ 0.20 | |
Adjustment to additional paid in capital underwriting discount | $ 5,750,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares outstanding | 0 | 0 |
Preferred stock shares issued | 0 | 0 |
Temporary equity shares outstanding | 28,750,000 | 28,750,000 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares outstanding | 0 | 0 |
Common stock shares issued | 0 | 0 |
Temporary equity shares outstanding | 28,750,000 | 28,750,000 |
Common stock, voting rights | one | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Common stock shares issued | 7,187,500 | 7,187,500 |
Common stock, voting rights | one | |
Common Class B [Member] | Determination Of Price Of Class A Common Stock For A Certain Period Based On Which Lock In Period Of Class B Common Stock Will Be Determined [Member] | ||
Class of Stock [Line Items] | ||
Lock in period of shares | 1 year | |
Share price | $ 12 | |
Number of trading days for determining share price | 20 days | |
Number of consecutive trading days for determining share price | 30 days | |
Waiting period after which price of share is determined post business combination | 150 days |
Warrants - Additional Informati
Warrants - Additional Information (Details) - Public Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Warrants [Line Items] | |
Class of warrants or rights days after which warrants are exercisable post consummation of business combination | 30 days |
Class of warrants or rights days after which warrants are exercisable post initial public offer | 12 months |
Class of warrants or rights term | 5 years |
Number of days after business combination within which securities shall be registered | 15 days |
Number of days after business combination within which the registration of securities shall be effective | 60 days |
Exercise price payable for the warrant | $ 0.361 |
Lock in period of warrants | 30 days |
Prospective Warrant Redemption [Member] | |
Warrants [Line Items] | |
Sale of stock, price per share | $ 9.20 |
Proceeds to be used for business combination as a percentage of total capital to be raised | 60.00% |
Number of trading days for determining volume weighted average price of the shares | 20 days |
Volume weighted average price per share | $ 9.20 |
Prospective Warrant Redemption [Member] | Trigger Price One [Member] | |
Warrants [Line Items] | |
Exercise price of warrants as a percentage of newly issued share price | 180.00% |
Share price | $ 10 |
Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | |
Warrants [Line Items] | |
Exercise price of warrants as a percentage of newly issued share price | 115.00% |
Share price | $ 18 |
Prospective Warrant Redemption [Member] | Redemption Of Warrants For Cash [Member] | |
Warrants [Line Items] | |
Class of warrants or rights redemption price per unit of warrant | $ 0.01 |
Minimum number of days of notice to be given to warrant holders prior to redemption | 30 days |
Newly adjusted issue price per share | $ 18 |
Number of trading days for determining the newly issued share price | 20 days |
Number of consecutive trading days for determining the newly issued share price | 30 days |
Prospective Warrant Redemption [Member] | Redemption Of Warrants For Class A Common Stock [Member] | |
Warrants [Line Items] | |
Minimum number of days of notice to be given to warrant holders prior to redemption | 30 days |
Newly adjusted issue price per share | $ 10 |
Number of days after which the redemption period commences after the warrant becomes exercisable | 90 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
U.S. Money Market and Treasury Securities Held in Trust Account | $ 287,512,337 | $ 287,516,153 |
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Fair value liabilities | 4,168,750 | 8,625,000 |
Fair Value, Recurring [Member] | Level 1 [Member] | U.s. Money Market And Treasury Securities Held In Trust Account [Member] | ||
Assets: | ||
U.S. Money Market and Treasury Securities Held in Trust Account | 287,512,337 | 287,516,153 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Liabilities: | ||
Promissory Note | 1,266,600 | 956,115 |
Fair Value, Recurring [Member] | Level 3 [Member] | Private Warrants[Member] | ||
Liabilities: | ||
Fair value liabilities | $ 1,619,750 | $ 4,022,250 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Apr. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
U.S. Money Market and Treasury Securities Held in Trust Account | $ 287,512,337 | $ 287,516,153 | |
Promissory Note [Member] | Fair Value, Inputs, Level 1, 2 and 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | $ 0 | $ 0 | |
Public [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Transfer from level 3 to level one | $ 15,381,250 | ||
Other Private Placement Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrants, Expire period | 5 years |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Measurements Using Monte Carlo Simulation Model (Details) - Level 3 [Member] | Dec. 31, 2022USD ($)yr | Mar. 31, 2022USD ($)yr | Dec. 31, 2021USD ($)yr | Aug. 11, 2021USD ($)yr | Mar. 05, 2021USD ($)yr |
Stock price [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 9.75 | 9.68 | |||
Stock price [Member] | Forecast [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 9.71 | ||||
Stock price [Member] | Private Placement Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 9.75 | 9.72 | 9.62 | ||
Stock price [Member] | Other Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 9.75 | 9.72 | |||
Exercise price [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 11.50 | 11.50 | |||
Exercise price [Member] | Forecast [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 11.50 | ||||
Exercise price [Member] | Private Placement Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 11.50 | 11.50 | 11.50 | ||
Exercise price [Member] | Other Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 11.50 | 11.50 | |||
Expected term to warrant expiration [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | yr | 5.6 | 5.2 | |||
Expected term to warrant expiration [Member] | Forecast [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | yr | 5.4 | ||||
Expected term to warrant expiration [Member] | Private Placement Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | yr | 3.90 | 4.15 | 5.50 | ||
Expected term to warrant expiration [Member] | Other Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | yr | 5.59 | 5.42 | |||
Volatility [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 0.052 | 0.230 | |||
Volatility [Member] | Forecast [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 0.129 | ||||
Volatility [Member] | Private Placement Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 0.046 | 0.108 | 0.150 | ||
Volatility [Member] | Other Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 0.046 | 0.108 | |||
Risk-free rate [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 0.0239 | 0.0084 | |||
Risk-free rate [Member] | Forecast [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 0.0132 | ||||
Risk-free rate [Member] | Private Placement Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 0.0241 | 0.0113 | 0.0081 | ||
Risk-free rate [Member] | Other Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 0.0239 | 0.0129 | |||
Dividend yield [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 0 | 0 | |||
Dividend yield [Member] | Forecast [Member] | Promissory Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities available for sale | 0 | ||||
Dividend yield [Member] | Private Placement Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 0 | 0 | 0 | ||
Dividend yield [Member] | Other Private Placement Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants and rights outstanding | 0 | 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in the Fair Value of Warrant Liabilities (Details) - USD ($) | Dec. 29, 2021 | Aug. 11, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Promissory Note [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value | $ 956,115 | ||||
Proceeds received through Convertible Promissory Notes | $ 800,000 | $ 365,000 | 335,000 | ||
Change in fair value of promissory note | 27,611 | $ (83,768) | |||
Fair value | 1,266,600 | 956,115 | |||
Initial measurement of fair value | $ (143,440) | $ 18,323 | (52,126) | ||
Public [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value | 8,625,000 | $ 0 | 0 | ||
Initial measurement | 12,218,750 | ||||
Change in valuation inputs or other assumptions | (4,456,250) | (287,500) | |||
Fair value | 4,168,750 | 11,931,250 | 8,625,000 | ||
Private Placement [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value | 4,022,250 | 0 | 0 | ||
Initial measurement | 6,583,625 | ||||
Change in valuation inputs or other assumptions | (2,402,500) | (189,875) | |||
Fair value | 1,619,750 | 6,393,750 | 4,022,250 | ||
Warrant Liabilities [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value | 12,647,250 | 0 | 0 | ||
Initial measurement | 18,802,375 | ||||
Change in valuation inputs or other assumptions | (6,858,750) | (477,375) | |||
Fair value | $ 5,788,500 | $ 18,325,000 | $ 12,647,250 |