Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | LMF ACQUISITION OPPORTUNITIES, INC. |
Entity Central Index Key | 0001831868 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Amendment No. 2 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | |||
Cash | $ 79,023 | $ 51,567 | $ 38,388 |
Prepaid insurance and other fees | 34,906 | 286,237 | 0 |
Deferred offering costs | 3,622,500 | 3,622,500 | 230,820 |
Prepaid expenses | 188,947 | 14,817 | 0 |
Cash and marketable securities held in trust | 105,652,034 | 105,581,820 | 0 |
Current Assets | 105,954,910 | 105,934,441 | |
Total assets | 105,954,910 | 105,934,441 | 269,208 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Accounts payable and accrued expenses | 1,037,428 | 376,702 | 123,031 |
Notes - related parties | 0 | 126,413 | |
Notes and advances payable - related parties | 911,940 | 0 | |
Total current liabilities | 7,381,768 | 10,929,942 | 249,444 |
Deferred underwriting commissions in connection with the initial public offering | 3,622,500 | 3,622,500 | 0 |
Warrant liability (Note 9) | 1,809,900 | 6,930,740 | 0 |
Total liabilities | 7,381,768 | 10,929,942 | 249,444 |
Commitments | |||
Stockholders' equity (deficit): | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 |
Additional paid-in capital | 0 | 0 | 24,785 |
Accumulated deficit | (6,997,127) | (10,565,770) | (5,236) |
Total stockholders' deficit | (6,996,858) | (10,565,501) | 19,764 |
Total liabilities and stockholders' deficit | 105,954,910 | 105,934,441 | 269,208 |
Common Stock Subject To Mandatory Redemption [Member] | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Class A common stock subject to possible redemption 10,350,000 shares at redemption value of $10.20 per share | 105,570,000 | 105,570,000 | |
Class A Common Stock [Member] | |||
Stockholders' equity (deficit): | |||
Common stock, value | 10 | 10 | 0 |
Class A Common Stock [Member] | Common Stock Subject To Mandatory Redemption [Member] | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Class A common stock subject to possible redemption 10,350,000 shares at redemption value of $10.20 per share | 105,570,000 | 0 | |
Class B Common Stock [Member] | |||
Stockholders' equity (deficit): | |||
Common stock, value | $ 259 | $ 259 | $ 215 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Class A Common Stock [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,350,000 | 0 | |
Common stock, shares outstanding | 103,500,000 | ||
Common stock, shares issued | 10,350,000 | 10,350,000 | |
Common stock, shares issued | 103,500 | 103,500 | |
Common stock, shares outstanding | 103,500 | 103,500 | |
Class A Common Stock [Member] | Common Stock Subject To Mandatory Redemption [Member] | |||
Temporary Equity, Shares Outstanding | 10,350,000 | 10,350,000 | 0 |
Temporary Equity, Par or Stated Value Per Share | $ 10.2 | $ 10.2 | $ 10.2 |
Class B Common Stock [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,587,500 | 2,587,500 | 2,156,250 |
Common stock, shares outstanding | 2,587,500 | 2,587,500 | 2,156,250 |
Statements of Operations
Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Expenses: | ||||||
Formation and Administrative costs | $ 5,236 | $ 341,786 | $ 209,718 | $ 560,442 | $ 335,675 | $ 1,122,443 |
Merger costs | 1,061,968 | 0 | 1,061,968 | 0 | ||
Loss from operations | (5,236) | (1,403,754) | (209,718) | (1,622,410) | (335,675) | (1,122,443) |
Gain on warrant liability revaluation | 1,518,707 | (1,772,980) | 5,120,840 | 57,680 | 1,185,940 | |
Other income | ||||||
Investment income earned on marketable securities held in Trust Account | 67,609 | 0 | 70,213 | 1,754 | 11,820 | |
Net income | $ (5,236) | $ 182,562 | $ (1,982,698) | $ 3,568,643 | $ (276,241) | $ 75,317 |
Class A Common Stock [Member] | ||||||
Net income (loss) per share: | ||||||
Weighted Average Number of Shares Outstanding, Basic | 10,453,500 | 10,453,500 | 10,453,500 | 8,836,384 | 9,651,587 | |
Weighted Average Number of Shares Outstanding, Diluted | 10,453,500 | 10,453,500 | 10,453,500 | 8,836,384 | 9,651,587 | |
Earnings Per Share, Basic | $ 0.01 | $ (0.15) | $ 0.27 | $ (0.02) | $ 0.02 | |
Earnings Per Share, Diluted | $ 0.01 | $ (0.15) | $ 0.27 | $ (0.02) | $ 0.02 | |
Class B Common Stock [Member] | ||||||
Net income (loss) per share: | ||||||
Weighted Average Number of Shares Outstanding, Basic | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,520,787 | 2,554,418 |
Weighted Average Number of Shares Outstanding, Diluted | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,520,787 | 2,554,418 |
Earnings Per Share, Basic | $ 0.01 | $ (0.15) | $ 0.27 | $ (0.02) | $ 0.02 | |
Earnings Per Share, Diluted | $ 0.01 | $ (0.15) | $ 0.27 | $ (0.02) | $ 0.02 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] |
Beginning Balance at Dec. 31, 2020 | $ 19,764 | $ 215 | $ 24,785 | $ (5,236) | |
Beginning Balances (in shares) at Dec. 31, 2020 | 2,156,250 | ||||
Class A Units issued for cash | 103,500,000 | $ 1,035 | 103,498,965 | ||
Class A Units issued for cash net of offering costs (in shares) | 10,350,000 | ||||
Representative shares issued | $ 10 | (10) | |||
Representative shares issued, shares | 103,500 | ||||
Class A Units subject to possible redemption | (105,570,000) | $ (1,035) | (105,568,965) | ||
Class A Units subject to possible redemption, shares | (10,350,000) | ||||
Private placement warrants issued for cash | 5,738,000 | 5,738,000 | |||
Class B shares dividend issued to Sponsor | $ 44 | (44) | |||
Class B shares dividend issued to Sponsor, shares | 431,250 | ||||
Warrants classified as liabilities | (8,116,680) | (8,116,680) | |||
Underwriting fee & offering costs | (6,211,902) | (6,211,902) | |||
Reclass APIC to retained earnings | 10,635,851 | (10,635,851) | |||
Net income (loss) | 1,706,457 | 1,706,457 | |||
Ending Balance at Mar. 31, 2021 | (8,934,361) | $ 10 | $ 259 | (8,934,630) | |
Ending Balances (in shares) at Mar. 31, 2021 | 103,500 | 2,587,500 | |||
Beginning Balance at Dec. 31, 2020 | 19,764 | $ 215 | 24,785 | (5,236) | |
Beginning Balances (in shares) at Dec. 31, 2020 | 2,156,250 | ||||
Class A Units issued for cash | 103,500,000 | $ 1,035 | 103,498,965 | ||
Class A Units issued for cash net of offering costs (in shares) | 10,350,000 | ||||
Representative shares issued | $ 10 | (10) | |||
Representative shares issued, shares | 103,500 | ||||
Class A Units subject to possible redemption | (105,570,000) | $ (1,035) | (105,568,965) | ||
Class A Units subject to possible redemption, shares | (10,350,000) | ||||
Private placement warrants issued for cash | 5,738,000 | 5,738,000 | |||
Class B shares dividend issued to Sponsor | $ 44 | (44) | |||
Class B shares dividend issued to Sponsor, shares | 431,250 | ||||
Warrants classified as liabilities | (8,116,680) | (8,116,680) | |||
Underwriting fee & offering costs | (6,211,902) | (6,211,902) | |||
Reclass APIC to retained earnings | 10,635,851 | (10,635,851) | |||
Net income (loss) | 75,317 | 75,317 | |||
Ending Balance at Dec. 31, 2021 | (10,565,501) | $ 10 | $ 259 | (10,565,770) | |
Ending Balances (in shares) at Dec. 31, 2021 | 103,500 | 2,587,500 | |||
Beginning Balance at Mar. 31, 2021 | (8,934,361) | $ 10 | $ 259 | (8,934,630) | |
Beginning Balances (in shares) at Mar. 31, 2021 | 103,500 | 2,587,500 | |||
Net income (loss) | (1,982,698) | (1,982,698) | |||
Ending Balance at Jun. 30, 2021 | (10,917,059) | $ 10 | $ 259 | 0 | (10,917,328) |
Ending Balances (in shares) at Jun. 30, 2021 | 103,500 | 2,587,500 | |||
Beginning Balance at Dec. 31, 2021 | (10,565,501) | $ 10 | $ 259 | (10,565,770) | |
Beginning Balances (in shares) at Dec. 31, 2021 | 103,500 | 2,587,500 | |||
Net income (loss) | 3,386,081 | 3,386,081 | |||
Ending Balance at Mar. 31, 2022 | (7,179,420) | $ 10 | $ 259 | (7,179,689) | |
Ending Balances (in shares) at Mar. 31, 2022 | 103,500 | 2,587,500 | |||
Net income (loss) | 182,562 | 182,562 | |||
Ending Balance at Jun. 30, 2022 | $ (6,996,858) | $ 10 | $ 259 | $ 0 | $ (6,997,127) |
Ending Balances (in shares) at Jun. 30, 2022 | 103,500 | 2,587,500 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ (5,236) | $ 3,568,643 | $ (276,241) | $ 75,317 |
Formation costs paid by related parties | (107,789) | (126,413) | ||
Gain on warrant liability revaluation | (5,120,840) | (57,680) | (1,185,940) | |
Interest earned in trust account | (70,213) | (1,754) | (11,820) | |
Change in assets and liabilities | ||||
Prepaid costs | 77,201 | 216,426 | (301,054) | |
Accounts payable and accrued expenses | 660,725 | (73,710) | 253,671 | |
Net cash used in operating activities | (113,025) | (884,484) | (319,372) | (1,169,826) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in trust account | (105,573,716) | (105,570,000) | ||
Net cash used in financing activities | (105,573,716) | (105,570,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of private placement warrants | 5,738,000 | 5,738,000 | ||
Insurance financing payments | (611,027) | |||
Proceeds from notes - related party | 126,413 | 25,000 | ||
Proceeds from issuance of units | 103,500,000 | |||
Issue costs from issuance of units | (2,432,549) | |||
Proceeds from issuance of IPO units, net of offering costs | 101,141,418 | |||
Repayment from notes and advances payable - related party | (30,000) | (151,413) | ||
Proceeds from sale of stock to related party | 25,000 | 941,940 | ||
Net cash provided by financing activities | 151,413 | 911,940 | 106,194,424 | 106,753,005 |
NET INCREASE IN CASH | 38,388 | 27,456 | 301,336 | 13,179 |
CASH - BEGINNING OF YEAR | 51,567 | 38,388 | 38,388 | |
CASH - END OF PERIOD | $ 38,388 | $ 79,023 | 339,724 | 51,567 |
SUPPLEMENTAL DISCLOSURES OF NON-CASHFLOW INFORMATION | ||||
Reclassification of warrants to liability | 8,116,680 | 8,116,680 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 3,779,353 | 3,622,500 | ||
Initial Classification of Class A shares subject to redemption | 105,570,000 | |||
Representative Class A shares issued to Maxim | 10 | |||
Class B dividend stock issued to Sponsor | $ 44 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS LMF Acquisition Opportunities, Inc. (the “Company”) was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses ( a The Company has selected December 31 as its fiscal year end. As of June 30, 2022, the Company had not yet commenced any operations. All activity for the period from October 28, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s IPO was declared effective on January 25, 2021 (the “Effective Date”). On January 28, 2021, the Company consummated the IPO of 10,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $103,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,738,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LMFAO Sponsor LLC, a Florida limited liability company (the “Sponsor”), generating gross proceeds of $5,738,000, which is described in Note 4. Transaction costs for the IPO amounted to $6,211,902 consisting of $2,070,000 of underwriting discount, $3,622,500 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and $518,402 of other offering costs. In addition, $974,009 of cash was held outside of the Trust Account (as defined below) as of the date of the IPO and became available for working capital purposes at such time. Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and 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 180 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 Proposed Business Combination On April 21, 2022, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LMF Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”) pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into SeaStar Medical (the “Merger”), with SeaStar Medical surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Proposed Business Combination”). The aggregate consideration payable to the stockholders of SeaStar Medical at the closing of the Proposed Business Combination (the “ Closing Common Stock plus less Immediately prior to the Preferred Conversion, each of SeaStar Medical’s issued and outstanding convertible notes will automatically convert into shares of SeaStar Medical common stock. Immediately prior to the Effective Time, each share of SeaStar Medical’s issued and outstanding preferred stock will automatically convert into shares of SeaStar Medical common stock and those SeaStar Medical warrants that would be automatically exercised or exchanged in connection with the Proposed Business Combination pursuant to the terms thereof will be automatically exercised for shares of SeaStar Medical common stock. At the time of the Proposed Business Combination, the (i) SeaStar Medical warrants that would not automatically be exercised or exchanged in connection with the Proposed Business Combination will be assumed by the Company and converted into warrants to purchase Common Stock, (ii) outstanding options for shares of SeaStar Medical common stock under SeaStar Medical’s equity plan will be assumed by the Company and converted into options to purchase Common Stock, and (iii) outstanding restricted stock unit awards under SeaStar Medical’s equity plan will be assumed by the Company and converted into restricted stock units of the Company. The Merger Agreement contains customary representations, warranties and covenants by the parties thereto, including, among other things, covenants with respect to the conduct of the Company and SeaStar Medical during the period between execution of the Merger Agreement and the Closing. The representations, warranties and covenants made under the Merger Agreement will not survive the closing; provided, any covenants that are to be performed at or after the closing shall survive until such covenant has been performed or satisfied. No party to the Merger Agreement will have any liabilities to such other parties, other than claims for willful and material breach or fraud. Each of the Company and SeaStar Medical have agreed to use their commercially reasonable efforts to cause the Merger to be consummated as soon as practicable. The closing of the Proposed Businses Combination is subject to certain conditions, including, among others, that (i) the stockholders of SeaStar Medical and the stockholders of the Company approve the Proposed Business Combination, (ii) the Nasdaq Stock Market approves for listing the common stock to be issued in connection with the Proposed Business Combination, (iii) the Company has, including any proceeds from the Company’s private investment in public equity financing and net of any redemptions and the payment of transaction expenses (and in the case of SeaStar Medical’s transaction expenses, only expenses up to the Cap (as defined in the Merger Agreement), at least $15,000,000 unrestricted cash on hand and (iv) the Company has $5,000,001 or more in net tangible assets at the closing. The Merger Agreement may be terminated prior to the closing under certain circumstances, including, among others, (i) by written consent of SeaStar Medical and the Company, (ii) by written notice from either the Company or SeaStar Medical, if (A) the closing has not occurred on or before (I) July 29, 2022 or (II) October 29, 2022 if the Extension (as defined below) occurs (the “Outside Date”), unless the terminating party’s failure to comply in any material respect with its obligations under the Merger Agreement shall have proximately contributed to the failure of the closing to have occurred on or prior to the Outside Date, (B) the consummation of the Proposed Business Combination is permanently enjoined or (C) the Company does not obtain stockholder approval of the Proposed Business Combination at its special meeting, (iii) by written notice from either the Company or SeaStar Medical, in the event that the other party breaches any of its representations, warranties, covenants or other agreements under the Merger Agreement that would result in the failure of the conditions to the Company’s or SeaStar Medical’s obligation to consummate the Proposed Business Combination and such breach has not been cured by the breaching party by the earlier of 30 days after receiving notice of such breach and the Outside Date and (iv) by SeaStar Medical at any time prior to the approval of the Proposed Business Combination by the Company’s public stockholders, if the board of directors of the Company has made a change in recommendation to its stockholders regarding the Proposed Business Combination. The Merger Agreement allows the Outside Date to be extended if the Sponsor elects to extend the time period by which the Company must consummate a business combination by depositing $1,035,000 in additional funds in the Company’s trust account on or prior to July 29, 2022 (the “Extension”). The Company elected to extend the time line. See Footnote 12 — Subsequent Events During the Three and Six Months ended June 30, 2022 the Company incurred $1.1 million of expenses associated with the Proposed Business Combination. If the Proposed Business Combination is not completed, the costs incurred to date for the proposed transaction will not be recoverable. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, | Note 1 — Description of Organization and Business Operations LMF Acquisition Opportunities, Inc. (the “Company”) was incorporated in Delaware in October 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period from October 28, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s IPO was declared effective on January 25, 2021 (the “Effective Date”). On January 28, 2021, the Company consummated the IPO of 10,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $103,500,000, which is described in Note 2. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,738,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LMFAO Sponsor LLC, a Florida limited liability company (the “Sponsor”), generating gross proceeds of $5,738,000, which is described in Note 4. Transaction costs for the IPO amounted to $6,211,902 consisting of $2,070,000 of underwriting discount, $3,622,500 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and $518,402 of other offering costs. In addition, $974,009 of cash was held outside of the Trust Account (as defined below) as of the date of the IPO and became available for working capital purposes at such time. Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) was 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 180 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 |
Significant Accounting Policies
Significant Accounting Policies Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies Basis of Presentation | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2022 and for the Six Months ended June 30, 2022 and June 30, 2021, respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K 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 dopt th . 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 six have any cash equivalents as of June 30, 2022. Cash and Marketable Securities Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 0 respectively, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable Ordinary Shares to equal the redemption value at the end of the reporting period. Immediately upon th paid-in 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. As of June 30, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,738,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. to re-measurement at non-current Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Fair Value of Financial Instruments 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 u nobs Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of June 0 As of June 0 The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at June 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city 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, state and city 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. Net Income (Loss) Per Share of Common Stock 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. The Company applies the two-class calculating the net income (loss) per common share. Shares of Class A common stock subject to possible redemption as of the three month periods ended June 30, 2022 and 2021 have been excluded from the calculation of the basic net income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net income per share, the Company has not considered the effect of the incremental number of shares of common stock to settle Warrants sold in the Initial Public Offering and Private Placement, as calculated using the treasury stock method. The calculation excludes Public Warrants and Private Placement Warrants for the Six Month periods ended June 30, 2022 and 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 — Significant Accounting Policies Basis of Presentation Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 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 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 December 31, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021 and December 31, 2020, 10,350,000 and zero, paid-in 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. As of December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “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 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, 10,350,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,768,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at Carlo simulation model each measurement date. Derivative warrant liabilities are classified as non-current liabilities Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Fair Value of Financial Instruments 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. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of December 31, 2021, the Company determined that a valuation allowance should be established. As of December 31, 2021 and December 31, 2020, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at December 31, 2021 and December 31, 2020. The Company may be subject to potential examination by federal, state and city 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, state and city 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. Net Income (Loss) Per Share of Common Stock 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. The Company applies the two-class (out-of-the-money 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”). COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Government Money Market Fund He
Government Money Market Fund Held in Trust account | 6 Months Ended |
Jun. 30, 2022 | |
Assets Held-in-trust [Abstract] | |
Government Money Market Fund Held in Trust account | NOTE 3. GOVERNMENT MONEY MARKET FUND HELD IN TRUST ACCOUNT As of June 30, 2022, substantially all of the assets totaling approximately were held in a treasury money market fund. Management elects to measure the treasury money market fund at fair value in accordance with the guidance in ASC Topic 825 “Financial Instruments”. Any changes in fair value of the government securities are recognized in net income. Impairment of government securities is recognized in earnings when a decline in value has occurred that is deemed to be other than temporary, and the current fair value becomes the new cost basis for the securities. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Operating Costs and Expenses [Abstract] | |
Prepaid Expenses | NOTE 4. PREPAID EXPENSES As of June 30, 2022, the Company had prepaid expenses of approximately primarily in connection with the prepayment for D&O insurance and professional services. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | NOTE 5. INITIAL PUBLIC OFFERING Pursuant to the IPO on January 28, 2021, the Company sold 10,350,000 Units, at a purchase price of $10.00 per Unit. Each unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 9). Aggregate of $10.20 per Unit sold in the IPO is being held in the Trust Account and 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 180 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 stockholders. | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO on January 28, 2021, the Company sold 10,350,000 Units, at a purchase price of $10.00 per Unit. Each unit consists of one share of Class A common stock and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. (see Note 7). Aggregate of $10.20 per Unit sold in the IPO is being held in the Trust Account and 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 180 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 15 |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placement Disclosure [Abstract] | ||
Private Placement | NOTE 6. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated a private placement with the Company’s Sponsor purchasing an aggregate of 5,738,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,738,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable from the Effective Date. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated a private placement with the Company’s Sponsor purchasing an aggregate of 5,738,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,738,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 7. RELATED PARTY TRANSACTIONS Related Party Loans On November 6, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest the Sponsor and cancelled the note. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Company decided to forgo the option to convert the loan into warrants. On February 1, 2022, the Company issued an unsecured promissory note to the Sponsor in the original principal amount of $500,000 to evidence a Working Capital Loan, which was subsequently amended and restated on July 28, 2022 (effective as of June 30, 2022), to enable the Company to borrow up to an aggregate principal amount of $1,750,000 to be used for a portion of the expenses of the IPO. The Working Capital Loan is non-interest Related Party Extension Loans Under the terms of the Company’s certificate of incorporation, the Company had until 18 months from the closing of the IPO to consummate a Business Combination. However, the certificate of incorporation further provides that if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional six months (for a total of 21 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on January 25, 2021, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ ($ per share in either case) on or prior to the date of the deadline, which was July 29, 2022. Such payment would be made in the form of a loan (an “Extension Loan”). Such loan will be non-interest Founder Shares On November 6, 2020, the Company issued 2,156,250 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. In January 2021, the Company effected a stock dividend of 431,250 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 2,587,500 founder shares. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading | NOTE 5. RELATED PARTY TRANSACTIONS Related Party Loans On November 6, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest 151,413 151,413 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. 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. There were no loans as of December 31, 2021. Related Party Extension Loans The Company will have until 18 months from the closing of the IPO to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company will, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months (for a total of 21 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on January 25, 2021, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,035,000 ($0.10 per share in either case) on or prior to the date of the deadline. Such payment would be made in the form of a loan. Such loan will be non-interest Founder Shares On November 6, 2020, the Company issued 2,156,250 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. In January 2021, the Company effected a stock dividend of 431,250 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 2,587,500 founder shares. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading |
Commitments Registration Rights
Commitments Registration Rights | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments Registration Rights | NOTE 8. COMMITMENTS REGISTRATION RIGHTS The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 19, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement for the IPO and may not exercise their demand rights on more than one occasion. Right of First Refusal Subject to certain conditions, the Company granted Maxim Group LLC (“Maxim”), for a period beginning on the closing of the IPO and ending 18 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the IPO. Representative’s Common Stock On January 25, 2021, the Company issued to Maxim and/or its designees, 103,500 shares of Class A common stock. The Company estimated the fair value of the stock to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The stock were treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 18 months from the closing of the IPO (or 21 months from the closing, if the Company extends the period of time to consummate a Business Combination). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up 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 COVID-19 the COVID-19 the COVID-19 outbreak 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 rall econ the COVID-19 outbreak the COVID-19 outbreak | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 19, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement for the IPO and may not exercise their demand rights on more than one occasion. Right of First Refusal Subject to certain conditions, the Company granted Maxim Group LLC (“Maxim”), for a period beginning on the closing of the IPO and ending 18 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the IPO. Underwriter Deferred Fees Following the closing of our initial public offering and the sale of the private placement warrants, an aggregate amount of $105,570,000 (which amount includes the deferred underwriting discount) was placed in the trust account established in connection with the initial public offering. Transaction costs included of $2,070,000 in underwriting discount and $3,622,500 in deferred underwriting discount. The deferred underwriting discount will be due upon a successful merger. |
Derivative Liability
Derivative Liability | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Liability [Abstract] | ||
Derivative Liability | NOTE 9. DERIVATIVE LIABILITY Warrants At June 30, 2022, there The warrants will become exercisable on the later of 12 months from the IPO date, or 30 days after the completion of its Business Combination, and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Warrants Classified as Derivative Liabilities The Company previously accounted for its outstanding Public Warrants (as defined in Note 3) and Private Placement Warrants issued in connection with its IPO as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management has evaluated both the Public Warrants and the Private Placement Warrants using ASC Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company has classified the warrants as derivative liabilities. The following table presents fair value information as of June 30, 2022 and December 31, 2021 of the Company’s warrants. The Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. These pricing inputs include the publicly traded value of the Public Warrants as of June 30, 2022 ($ per warrant) and December 31, 2021 ($ per warrant). Significant deviations from these estimates and inputs could result in a material change in fair value. hierarchy. As of June 30, As of December 31, Public Warrants $ 1,164,375 $ 4,450,500 Private Placement Warrants 645,525 2,480,240 $ 1,809,900 $ 6,930,740 The Company recognized a $1,518,707 and $5,120,840 gain for the Three and Six Months ended June 30, 2022, respectively, upon the revaluation of the warrants and a gain (loss) of ($ 1,772,980 | Note 7. Derivative Liability Warrants At December 31, 2021, there are 16,088,000 warrants outstanding. Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if: (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (y) the aggregate gross proceeds from such issuances represent more than 60 180 The warrants will become exercisable on the later of 12 months from December 31, 2021, or 30 days after the completion of its Business Combination, and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Warrants Classified as Derivative Liabilities The Company previously accounted for its outstanding Public Warrants (as defined in Note 2) and Private Placement Warrants issued in connection with its IPO as components of derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management has evaluated both the Public Warrants and the Private Placement Warrants using ASC Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company has classified the warrants as derivative liabilities. The following table presents fair value information as of December 31, 2021 and January 28, 2021 of the Company’s warrants. The Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. These pricing inputs include the publicly traded value of the Public Warrants as of December 31, 2021 ($0.43 per warrant) and January 28, 2021 ($0.50 per warrant for the public warrants and $0.51 per warrant for the private warrants). Significant deviations from these estimates and inputs could result in a material change in fair value. The assumptions for the valuation of the warrants were: As of As of Class A Common stock price $ 10.04 $ 9.90 Term in years 5.07 6.00 Risk free rate 1.27 % 0.58 % Implied Volatility 11.6 % 12.1 % The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. As of As of Public Warrants $ 4,450,500 $ 5,175,000 Private Placement Warrants 2,480,240 2,941,680 $ 6,930,740 $ 8,116,680 The Company recognized an approximately $1,185,940 gain upon the revaluation of the warrants as of December 31, 2021. The Company will remeasure these warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2022 December 31, Assets: Government securities held in Trust Account 1 $ 105,652,034 $ 105,581,820 Liabilities: Private Placement Warrants 3 645,525 2,480,240 Public Warrants 3 1,164,375 4,450,500 | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, January 28, Assets: Government securities held in Trust Account 1 $ 105,581,820 $ 105,570,833 Liabilities: Private Placement Warrants 3 2,480,240 2,941,680 Public Warrants 3 4,450,500 5,175,000 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders' Equity | NOTE 11. STOCKHOLDERS’ EQUITY Preferred Stock June 0 Class A Common Stock June 30 Class B Common Stock June 30 The Sponsor has agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that 30-trading The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one as-converted A com H olders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. | Note 9. Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock The Sponsor has agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one as-converted Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Representative’s Common Stock On January 25, 2021, the Company issued to Maxim and/or its designees, 103,500 shares of Class A common stock. The Company estimated the fair value of the stock to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The stock were treated as underwriters’ compensation and charged directly to stockholders’ equity. These shares are valued at par per equity statement and are treated as representative shares issued to sponsor for no compensation. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 18 months from the closing of the IPO (or 21 months from the closing, if the Company extends the period of time to consummate a Business Combination. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS The Company entered into Amended and Restated Promissory Note, dated July 28, 2022 (effective as of June 30, 2022), with Sponsor relating to the Working Capital Loan, whereunder the amount of the loan availability under the Working Capital Loan was increased from $500,000 to $1,750,000 to fund expenses relating to the Business Combination. On July , , Sponsor funded an Extension Loan in the amount of $ and caused such amount to be deposited into the Trust Account in order provide additional time to complete the Business Combination. | Note 10. Subsequent Events The Sponsor loaned $340,000 to the Company from January 2022 to March 2022 for working capital purposes as part of its $1.5 million working capital loan. |
Significant Accounting Polici_2
Significant Accounting Policies Basis of Presentation (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2022 and for the Six Months ended June 30, 2022 and June 30, 2021, respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 dopt th . | 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 |
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. | 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 six have any cash equivalents as of June 30, 2022. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. | Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 0 respectively, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable Ordinary Shares to equal the redemption value at the end of the reporting period. Immediately upon th paid-in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021 and December 31, 2020, 10,350,000 and zero, paid-in |
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. As of June 30, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | 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. As of December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “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 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, 10,350,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,738,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. to re-measurement at non-current | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,768,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at Carlo simulation model each measurement date. Derivative warrant liabilities are classified as non-current liabilities |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 u nobs | Fair Value of Financial Instruments 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. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of December 31, 2021, the Company determined that a valuation allowance should be established. As of December 31, 2021 and December 31, 2020, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at December 31, 2021 and December 31, 2020. The Company may be subject to potential examination by federal, state and city 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, state and city 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. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock 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. The Company applies the two-class calculating the net income (loss) per common share. Shares of Class A common stock subject to possible redemption as of the three month periods ended June 30, 2022 and 2021 have been excluded from the calculation of the basic net income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net income per share, the Company has not considered the effect of the incremental number of shares of common stock to settle Warrants sold in the Initial Public Offering and Private Placement, as calculated using the treasury stock method. The calculation excludes Public Warrants and Private Placement Warrants for the Six Month periods ended June 30, 2022 and 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money | Net Income (Loss) Per Share of Common Stock 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. The Company applies the two-class (out-of-the-money |
Risk and Uncertainties | 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”). COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Liability [Abstract] | ||
Schedule of Assumptions for Valuation of Warrants | The assumptions for the valuation of the warrants were: As of As of Class A Common stock price $ 10.04 $ 9.90 Term in years 5.07 6.00 Risk free rate 1.27 % 0.58 % Implied Volatility 11.6 % 12.1 % | |
Schedule of Fair Value of Warrant Liability | The fair value of the warrant liability is classified within Level 3 of the fair value As of June 30, As of December 31, Public Warrants $ 1,164,375 $ 4,450,500 Private Placement Warrants 645,525 2,480,240 $ 1,809,900 $ 6,930,740 | The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. As of As of Public Warrants $ 4,450,500 $ 5,175,000 Private Placement Warrants 2,480,240 2,941,680 $ 6,930,740 $ 8,116,680 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities 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 June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2022 December 31, Assets: Government securities held in Trust Account 1 $ 105,652,034 $ 105,581,820 Liabilities: Private Placement Warrants 3 645,525 2,480,240 Public Warrants 3 1,164,375 4,450,500 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, January 28, Assets: Government securities held in Trust Account 1 $ 105,581,820 $ 105,570,833 Liabilities: Private Placement Warrants 3 2,480,240 2,941,680 Public Warrants 3 4,450,500 5,175,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Details (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 21, 2022 | Jan. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 29, 2022 | Dec. 31, 2020 | |
Subsidiary Sale Of Stock [Line Items] | |||||||||
Proceeds from issuance of IPO units, net of offering costs | $ 101,141,418 | ||||||||
Proceeds from issuance of private placement warrants | $ 5,738,000 | 5,738,000 | |||||||
Transaction costs | $ 3,622,500 | $ 3,622,500 | $ 3,622,500 | $ 230,820 | |||||
Business acquisition related costs | 1,061,968 | $ 0 | 1,061,968 | $ 0 | |||||
Sea Star Medical Inc [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Aggregate consideration payable | $ 85,000,000 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Business acquisition, common stock par value | $ 10 | ||||||||
Business acquisition transaction costs capped amount | $ 800,000 | ||||||||
Business acquisition transaction costs capped amount unrestricted cash | 15,000,000 | ||||||||
Net tangible assets | $ 5,000,001 | ||||||||
Business acquisition related costs | $ 1.1 | $ 1.1 | |||||||
Sea Star Medical Inc [Member] | Subsequent Event [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Business acquisition deposit in trust account | $ 1,035,000 | ||||||||
Class A Common Stock [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
IPO | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Stock issued | 10,350,000 | ||||||||
Sales price per unit | $ 10 | ||||||||
IPO | Class A Common Stock [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Stock issued | 10,350,000 | ||||||||
Sales price per unit | $ 10 | ||||||||
Proceeds from issuance of IPO units, net of offering costs | $ 103,500,000 | ||||||||
Common stock, par value | $ 11.5 | ||||||||
Private Placement | Warrant | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Stock issued | 5,738,000 | 5,738,000 | |||||||
Sales price per unit | $ 1 | $ 1 | |||||||
Proceeds from issuance of private placement warrants | $ 5,738,000 | $ 5,738,000 | |||||||
Private Placement | Class A Common Stock [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Stock issued | 5,738,000 | ||||||||
Sales price per unit | $ 1 | ||||||||
Proceeds from issuance of private placement warrants | $ 5,738,000 | ||||||||
IPO and Private Placement [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Sales price per unit | $ 10.2 | $ 10.2 | |||||||
Transaction costs | $ 6,211,902 | $ 6,211,902 | |||||||
Underwriting discount | 2,070,000 | 2,070,000 | |||||||
Deferred underwriting fee | 3,622,500 | 3,622,500 | |||||||
Underwriter compensation | 1,000 | 1,000 | |||||||
Other offering costs | 518,402 | 518,402 | |||||||
Cash available for working capital | 974,009 | 974,009 | |||||||
Proceeds from sale held in trust | 105,570,000 | $ 105,570,000 | |||||||
Maximum interest to pay dissolution expenses | $ 100,000 |
Significant Accounting Polici_3
Significant Accounting Policies Basis of Presentation - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 28, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash, Cash Equivalents, and Short-term Investments | $ 0 | $ 0 | ||||||
Insurance coverage | 250,000 | $ 250,000 | $ 250,000 | |||||
Offering Costs Total | 6,211,902 | 6,211,902 | 6,211,902 | |||||
Transaction costs | $ 230,820 | 3,622,500 | 3,622,500 | 3,622,500 | 230,820 | |||
Other Ownership, Offering Costs | 518,402 | 518,402 | 518,402 | |||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | 0 | |||
Penalties and interest accrued | $ 0 | 0 | 0 | 0 | 0 | |||
Uncertain tax position | $ 0 | $ 0 | $ 0 | |||||
Minimum [Member] | ||||||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 50% | 50% | 50% | |||||
Underwriting Discount [Member] | ||||||||
Offering Costs Total | 2,070,000 | $ 2,070,000 | $ 2,070,000 | |||||
Underwriters Compensation [Member] | ||||||||
Offering Costs Total | $ 1,000 | $ 1,000 | $ 1,000 | |||||
Public Warrants [Member] | ||||||||
Excluded from calculation of net income (loss) per share of common stock | 10,350,000 | 10,350,000 | ||||||
Private Placement Warrants [Member] | ||||||||
Excluded from calculation of net income (loss) per share of common stock | 5,738,000 | 5,738,000 | ||||||
IPO | ||||||||
Stock issued | 10,350,000 | |||||||
IPO | Warrant | Derivative Liabilities [Member] | ||||||||
Stock issued | 10,350,000 | 10,350,000 | ||||||
Private Placement | Warrant | ||||||||
Stock issued | 5,738,000 | 5,738,000 | ||||||
Private Placement | Warrant | Derivative Liabilities [Member] | ||||||||
Stock issued | 5,738,000 | 5,768,000 | ||||||
Class A Common Stock [Member] | ||||||||
Common Stock subject to redemption | 10,350,000 | 10,350,000 | 10,350,000 | |||||
Weighted Average Number of Shares Outstanding, Basic | 10,453,500 | 10,453,500 | 10,453,500 | 8,836,384 | 9,651,587 | |||
Weighted Average Number of Shares Outstanding, Diluted | 10,453,500 | 10,453,500 | 10,453,500 | 8,836,384 | 9,651,587 | |||
Class A Common Stock [Member] | IPO | ||||||||
Stock issued | 10,350,000 | |||||||
Class A Common Stock [Member] | Private Placement | ||||||||
Stock issued | 5,738,000 | |||||||
Class A Common Stock [Member] | Common Stock Subject To Mandatory Redemption [Member] | ||||||||
Shares subject to possible redemption | 0 | 10,350,000 | 10,350,000 | 10,350,000 | 0 | |||
Class B Common Stock [Member] | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,520,787 | 2,554,418 | ||
Weighted Average Number of Shares Outstanding, Diluted | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,520,787 | 2,554,418 |
Government Money Market Fund _2
Government Money Market Fund Held in Trust Account - Additional Information (Details) | Jun. 30, 2022 USD ($) |
Money Market Funds [Member] | |
Cash and Cash Equivalents [Line Items] | |
Proceeds from sale held in trust | $ 105,652,000 |
Prepaid Expenses - Additional I
Prepaid Expenses - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses [Line Items] | |||
Prepaid expenses | $ 188,947 | $ 14,817 | $ 0 |
Directors and Officers Liability Insurance [Member] | |||
Prepaid Expenses [Line Items] | |||
Prepaid expenses | $ 189,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 1 Months Ended | |||
Jan. 28, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
IPO [Member] | ||||
Class Of Stock [Line Items] | ||||
Stock issued | 10,350,000 | |||
Sales price per unit | $ 10 | |||
Expiration period | 5 years | |||
Period after business combination when warrants become exercisable | 30 days | |||
Period after offering when warrants become exercisable | 12 months | |||
IPO per unit held in trust account | $ 10.2 | |||
Interest to pay dissolution expenses | $ 50,000 | |||
Period allotted to complete the business combination | 18 months | |||
Extended Period allotted to complete the business combination | 21 months | |||
IPO [Member] | Class A Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Stock issued | 10,350,000 | |||
Sales price per unit | $ 10 | |||
Common stock, par value | $ 11.5 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | ||||
Proceeds from issuance of private placement warrants | $ 5,738,000 | $ 5,738,000 | ||
Initial business combination completion period | 18 months | 18 months | ||
Initial Business Combination [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Business Combination, Description | The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. | |||
Warrant [Member] | Private Placement [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Stock issued | 5,738,000 | 5,738,000 | ||
Sales price per unit | $ 1 | $ 1 | ||
Proceeds from issuance of private placement warrants | $ 5,738,000 | $ 5,738,000 | ||
Sale of stock, description of transaction | The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. | The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. | ||
Period later on warrant not exercise after effective date | 5 years | 5 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jan. 25, 2021 | Nov. 06, 2020 | Jan. 31, 2021 | Jan. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 29, 2022 | Jul. 28, 2022 | Mar. 31, 2022 | Feb. 01, 2022 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||
Principal amount borrowed for expenses of IPO | $ 300,000 | |||||||||||
Debt maturity date | Jun. 30, 2021 | |||||||||||
Working capital loans | $ 0 | |||||||||||
Proceeds from Issuance of common stock | $ 103,500,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount borrowed for expenses of IPO | $ 1,750,000 | |||||||||||
Working capital loans | $ 1,500,000 | |||||||||||
Class B Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares issued | 2,156,250 | 2,587,500 | 2,587,500 | 2,156,250 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Related Party Extension Loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Deposit into trust account | $ 1,035,000 | |||||||||||
Deposit into trust account per share | $ 0.1 | |||||||||||
Related Party Extension Loans [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Deposit into trust account | $ 1,035,000 | |||||||||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares issued | 2,156,250 | |||||||||||
Proceeds from Issuance of common stock | $ 25,000 | |||||||||||
Common stock, par value | $ 0.012 | |||||||||||
Stock dividend | 431,250 | |||||||||||
Aggregate shares issued | 2,587,500 | |||||||||||
Description of transaction | The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. | |||||||||||
Promissory Notes [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory notes repaid | $ 151,000 | $ 910,000 | ||||||||||
Promissory Notes [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount borrowed for expenses of IPO | 1,750,000 | |||||||||||
Working Capital Loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount borrowed for expenses of IPO | $ 500,000 | $ 500,000 | ||||||||||
Warrant exercise price on conversion | $ 1 | |||||||||||
Working Capital Loans [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount borrowed for expenses of IPO | $ 1,750,000 |
Commitments Registration Righ_2
Commitments Registration Rights - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 25, 2021 | Jan. 28, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Maxim Or Designees [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock Issued | $ 1,000 | |||
Common Class A [Member] | ||||
Loss Contingencies [Line Items] | ||||
Common stock, shares issued | 103,500 | 103,500 | ||
Common Class A [Member] | Maxim Or Designees [Member] | ||||
Loss Contingencies [Line Items] | ||||
Common stock, shares issued | 103,500 | |||
IPO and Private Placement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from sale held in trust | $ 105,570,000 | $ 105,570,000 | ||
Underwriting discount | 2,070,000 | 2,070,000 | ||
Deferred underwriting fee | $ 3,622,500 | $ 3,622,500 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jan. 28, 2021 | |
Class Of Warrant Or Right [Line Items] | ||||||
Warrants outstanding | 16,088,000 | 16,088,000 | 16,088,000 | |||
Redemption of warrants | $ 18 | $ 18 | ||||
Redemption of warrants description | if: (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | if: (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||||
Warrants exercisable | Dec. 31, 2021 | |||||
Warrants expiration | 5 years | 5 years | ||||
Warrant agreement description | In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). | In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). | ||||
Gain on warrant liability revaluation | $ 1,518,707 | $ (1,772,980) | $ 5,120,840 | $ 57,680 | $ 1,185,940 | |
Public Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants per share | $ 0.1125 | $ 0.1125 | $ 0.43 | $ 0.5 | ||
Private Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants per share | $ 0.51 | |||||
Warrant | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Debt instrument redemption description | Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and | Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and | ||||
Minimum [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Percentage of aggregate gross proceeds from issuance | 60% | |||||
Class A Common Stock [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Common stock price per share | 11.5 | $ 11.5 | $ 11.5 | |||
Business Combination [Member] | Class A Common Stock [Member] | Maximum [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Business combination issuance price | $ 9.2 | $ 9.2 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Assumptions for Valuation of Warrants (Details) | Dec. 31, 2021 shares yr | Jan. 28, 2021 yr shares |
Class A Common Stock Price | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | shares | 10.04 | 9.9 |
Term in Years | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | yr | 5.07 | 6 |
Risk Free Rate | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | 1.27 | 0.58 |
Implied Volatility | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | 11.6 | 12.1 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Fair Value of Warrant Liability (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | $ 1,809,900 | $ 6,930,740 | $ 0 | |
Fair Value, Inputs, Level 3 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | 1,809,900 | 6,930,740 | $ 8,116,680 | |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | 1,164,375 | 4,450,500 | 5,175,000 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | $ 645,525 | $ 2,480,240 | $ 2,941,680 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 28, 2021 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Government Securities Held In Trust Account [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Government securities held in Trust Account | $ 105,652,034 | $ 105,581,820 | $ 105,570,833 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Private Placement Warrants | 645,525 | 2,480,240 | 2,941,680 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Private Placement Warrants | $ 1,164,375 | $ 4,450,500 | $ 5,175,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock - Narrative Information (Details) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Class A Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 103,500 | 103,500 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Maxim | Class A Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 103,500 | ||||
Common stock, par value | $ 1,000 | ||||
Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock - Narrative Information (Details) - USD ($) | 1 Months Ended | ||||
Jan. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 06, 2020 | |
Class A Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 103,500 | 103,500 | |||
Common Stock, Shares, Outstanding | 103,500 | ||||
Common Stock subject to redemption | 10,350,000 | 10,350,000 | |||
Common stock, shares issued | 103,500 | 103,500 | |||
Common stock, shares outstanding | 103,500 | 103,500 | |||
Common Stock, Closing Price per share | $ 12 | ||||
Class B Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 2,587,500 | 2,587,500 | 2,156,250 | 2,156,250 | |
Common Stock issued, Par Value | $ 0.012 | ||||
Common Stock issued, Value | $ 25,000 | ||||
Number of Common Shares, declared dividend | 2,587,500 | ||||
Common stock, shares outstanding | 2,587,500 | 2,587,500 | 2,156,250 | ||
Conversion rate of Common Shares, Percentage | 20% | 20% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 3 Months Ended | |||||||
Mar. 31, 2022 | Jul. 29, 2022 | Jul. 28, 2022 | Jun. 30, 2022 | Feb. 01, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | Nov. 06, 2020 | |
Subsequent Event [Line Items] | ||||||||
Working capital loans | $ 0 | |||||||
Principal amount borrowed for expenses of IPO | $ 300,000 | |||||||
Related Party Extension Loans [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Deposit into trust account | $ 1,035,000 | |||||||
Working Capital Loans [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount borrowed for expenses of IPO | $ 500,000 | $ 500,000 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Loan for working capital purposes | $ 340,000 | |||||||
Working capital loans | $ 1,500,000 | |||||||
Principal amount borrowed for expenses of IPO | $ 1,750,000 | |||||||
Subsequent Event [Member] | Related Party Extension Loans [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Deposit into trust account | $ 1,035,000 | |||||||
Subsequent Event [Member] | Working Capital Loans [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount borrowed for expenses of IPO | $ 1,750,000 |