Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40102 | ||
Entity Registrant Name | BOA ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4252723 | ||
Entity Address, Address Line One | 2600 Virginia Ave NW, | ||
Entity Address, Address Line Two | Suite T23 Management Office | ||
Entity Address, City or Town | Washington | ||
Entity Address State Or Province | DC | ||
Entity Address, Postal Zip Code | 20037 | ||
City Area Code | 888 | ||
Local Phone Number | 211-3261 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 222,410,000 | ||
Entity Central Index Key | 0001838544 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock | ||
Trading Symbol | BOAS.U | ||
Security Exchange Name | NYSE | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | BOAS | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at a price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | BOAS.WS | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 760,576 | $ 25,050 |
Prepaid expenses | 280,310 | |
Total current assets | 1,040,886 | 25,050 |
NONCURRENT ASSETS | ||
Cash held in trust account | 230,011,790 | |
Other assets | 22,917 | |
Deferred offering costs associated with initial public offering | 8,000 | |
Total noncurrent assets | 230,034,707 | 8,000 |
TOTAL ASSETS | 231,075,593 | 33,050 |
CURRENT LIABILTIES | ||
Accounts payable and accrued expenses | 175,743 | 993 |
Accrued deferred offering costs | 8,000 | |
Franchise tax payable | 200,050 | 0 |
Total current liabilities | 375,793 | 8,993 |
LONG-TERM LIABILTIES | ||
Deferred underwriting commissions | 8,050,000 | |
Derivative warrant liabilities | 7,883,408 | |
Total liabilities | 16,309,201 | 8,993 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of December 31, 2021 and 2020, respectively, at redemption value of $10.00 per share | 230,000,000 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020, respectively | ||
Additional paid-in capital | 24,425 | |
Accumulated deficit | (15,234,183) | (943) |
Total Stockholders' Equity (Deficit) | (15,233,608) | 24,057 |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | 231,075,593 | 33,050 |
Class A Common Stock | ||
LONG-TERM LIABILTIES | ||
Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of December 31, 2021 and 2020, respectively, at redemption value of $10.00 per share | 230,000,000 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | $ 575 | $ 575 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 380,000,000 | 380,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Temporary equity, redemption value (per share) | $ 10 | $ 10 |
Class B Common Stock | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
Shares subject to forfeiture | 750,000 | |
Shares no longer subject to forfeiture, Included in common stock | 750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ 943 | $ 872,900 |
Franchise tax expense | 200,050 | |
Total operating expenses | 943 | 1,072,950 |
OTHER INCOME (EXPENSE) | ||
Interest income on marketable securities held in Trust Account | 11,790 | |
Interest earned on operating cash | 38 | |
Underwriting discounts and offering costs attributed to derivative warrant liability | (438,197) | |
Change in fair value of derivative warrant liability | 6,511,591 | |
Total other income | 6,085,222 | |
INCOME (LOSS) BEFORE INCOME TAX | (943) | 5,012,272 |
Income tax expense (benefit) | 0 | 0 |
NET INCOME (LOSS) | $ (943) | $ 5,012,272 |
Class A Common Stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted Average Number of Shares Outstanding, Basic | 19,471,233 | |
Weighted Average Number of Shares Outstanding, Diluted | 0 | 19,471,233 |
Basic net income (loss) per share | $ 0.20 | |
Diluted net income (loss) per share | $ 0 | $ 0.20 |
Class B Common Stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted Average Number of Shares Outstanding, Basic | 5,000,000 | 5,750,000 |
Weighted Average Number of Shares Outstanding, Diluted | 5,000,000 | 5,750,000 |
Basic net income (loss) per share | $ 0 | $ 0.20 |
Diluted net income (loss) per share | $ 0 | $ 0.20 |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shares subject to forfeiture | 750,000 | |
Shares no longer subject to forfeiture, Included in common stock | 750,000 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at the beginning at Oct. 25, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Oct. 25, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B stock to Sponsor (1) | $ 575 | 24,425 | 25,000 | |
Issuance of Class B stock to Sponsor (1) (Shares) | 5,750,000 | |||
Net income/loss | (943) | (943) | ||
Balance at the end at Dec. 31, 2020 | $ 575 | 24,425 | (943) | 24,057 |
Balance at the end (in shares) at Dec. 31, 2020 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Remeasurement of Class A common stock subject to possible redemption | $ (24,425) | (20,245,512) | (20,269,937) | |
Net income/loss | 5,012,272 | 5,012,272 | ||
Balance at the end at Dec. 31, 2021 | $ 575 | $ (15,234,183) | $ (15,233,608) | |
Balance at the end (in shares) at Dec. 31, 2021 | 5,750,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | Dec. 31, 2020shares |
Class B Common Stock | |
Number Of Shares Subject To Forfeiture | 750,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (943) | $ 5,012,272 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on cash held in Trust Account | (11,790) | |
Underwriting discounts and transaction costs attributed to warrant liability | 438,197 | |
Change in fair value of warrant liabilities | (6,511,591) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (303,227) | |
Accounts payable and accrued expenses | 993 | 174,750 |
Franchise tax payable | 200,050 | |
Net cash provided by (used in) operating activities | 50 | (1,001,339) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment of cash in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from sale of Units, net of underwriting discounts paid | 225,161,865 | |
Proceeds from sale of Private Placement Warrants | 6,575,000 | |
Proceeds from sale of Class B common stock | 25,000 | |
Net cash provided by financing activities | 25,000 | 231,736,865 |
NET CHANGE IN CASH | 25,050 | 735,526 |
CASH, BEGINNING OF PERIOD | 25,050 | |
CASH, END OF PERIOD | 25,050 | 760,576 |
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES | ||
Initial classification of derivative warrant liability | 14,723,749 | |
Initial classification value of common stock subject to possible redemption | 230,000,000 | |
Remeasurement of Class A common stock subject to possible redemption | 20,269,937 | |
Deferred underwriting fees charged to additional paid-in capital | $ 8,050,000 | |
Deferred offering costs included in accrued deferred offering costs | $ 8,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and Operations BOA Acquisition Corp. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and 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, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, its initial public offering (the “Public Offering”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Public Offering (see below for more information on the Public Offering) and recognizes changes in the fair value of warrant liabilities as other income (expense). Corporate Organization and Initial Public Offering The Company was incorporated in Delaware on October 26, 2020. The Company’s sponsor is Bet on America, LLC, a Delaware limited liability company (the “Sponsor”). On February 26, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $230,000,000 of gross proceeds. Of the 23,000,000 shares issued, 20,000,000 Units were included in the Company’s initial offering, and 3,000,000 Units resulted from the underwriter fully exercising its over-allotment option. The net proceeds of the Public Offering were $217,111,865, after deducting expenses and underwriting discounts and commissions of approximately $12,888,135, which includes $8,050,000 in deferred underwriting commissions (see Note 9, Commitments and Contingencies Public Warrants Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. In addition, if (x) the Company issues additional shares of Class A common stock for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any shares of Class B common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the amount that is the total equity proceeds (and interest thereon), available for the funding of the initial Business Combination on the date of the consummation (net of redemptions) and (z) the volume-weighted average trading price of the Company’s Class A common stock during the 20-trading-day period starting on the trading day prior to the date on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted, to the nearest cent, to 115% of the higher of the Newly Issued Price and the Market Value, and the $18.00 per share redemption trigger price described below will be adjusted, to the nearest cent, to be equal to 180% of the higher of the Newly Issued Price and the Market Value. No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days ’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. Private Placement Warrants Simultaneously with the closing of the Public Offering, the Company consummated a private sale (the “Private Placement”) of 6,575,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $6,575,000 (see Note 6, Related Party Transactions Stockholders’ Equity—Warrants Transaction Costs Transaction costs amounted to $12,888,135, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs. The Trust Account Following the closing of the Public Offering on February 26, 2021, $230,000,000 of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds held in the Trust Account are invested in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s initial Business Combination; (ii) the redemption of any Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering (or 30 months from the closing of the Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the Public Offering but has not completed the initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s directors, director nominees and officers have entered into a sponsor letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below in Note 6, Related Party Transactions Separate Trading of Class A common shares and Public Warrants On March 31, 2021, the Company announced that, commencing March 31, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “BOAS.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “BOAS” and “BOAS.WS,” respectively. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Capital Resources As of December 31, 2021, the Company had $760,576 in cash not held in the Trust Account and available for working capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements include the financial statements of the Company, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates In the course of preparing the financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. Emerging Growth Company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three -year period. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. The Company’s cash balances held at commercial banks may at times exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any credit losses to date. Cash Held in Trust Account At December 31, 2021, the Company had $230,011,790 in cash held in the Trust Account that were held in U.S. Treasury Bills. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the Financial Accounting Standards Board (“FASB”), that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps, and options. Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing liabilities from equity Derivatives and hedging The Company further evaluated the Public Warrants and the Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 4, Fair Value Measurements Stockholders’ Deficit Related Party Transactions Contracts in an entity’s own equity Fair Value Measurement Fair Value Measurements, Allocation of Issuance Costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, Debt with conversion and other options and Public Warrants in the amount of $12,449,938 and $438,197, respectively. Issuance costs attributed to the Public Warrants were expensed during the first quarter of 2021 to the statements of operations. Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 23,000,000 shares of 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 sheets. Immediately upon the closing of the Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. Franchise Tax Obligation As a Delaware corporation, the Company’s franchise tax obligation is based on the number of shares of common stock authorized and outstanding. As of December 31, 2021 and 2020, the Company has recorded franchise taxes payable of $200,050 and $0 respectively. The Company remits these obligations to Delaware annually. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement associated with the redeemable Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 3 — FAIR VALUE MEASUREMENTS Financial Assets and Liabilities Measured on a Recurring Basis Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, and derivative warrant liabilities. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at December 31, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 230,011,790 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants (2) $ 4,063,333 $ — $ — Derivative warrant liabilities - Private Placement Warrants (3) $ — $ — $ 3,820,075 (1) The fair value of investments in Trust Account based on quoted market price. (2) The fair value of derivative warrant liabilities – Public Warrants based on the quoted market price for BOAS.WS as of the reporting date. (3) The fair value of derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model. Investments Held in Trust Account . Derivative Warrant Liabilities . inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Initial Measurement The estimated fair value of the Public Warrants and the Private Placement Warrants on February 26, 2021 was estimated using a Monte Carlo simulation and a Black-Scholes option pricing model, respectively. At their initial measurement, the Warrants were classified as Level 3 inputs due to the use of unobservable inputs. The following table presents information and assumptions used to determine the estimated fair values of the Warrants at the initial measurement date using the pricing models: February 26, 2021 (Initial Measurement) Strike price $ 11.50 Term (in years) 6.0 Risk-free rate 0.9 % Volatility 17.0 % Dividend Yield 0.0 % Fair value of Public Warrants $ 1.02 Fair value of Private Placement Warrants $ 1.05 Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BOAS.WS. The fair value of the Private Placement Warrants continues to be estimated using a Black-Scholes option pricing model and is classified as Level 3 due to the use of unobservable inputs. The following table presents information and assumptions used in the Black-Scholes option pricing model to determine the estimated fair value of the Private Placement Warrants as of December 31, 2021: December 31, 2021 Strike price $ 11.50 Term (in years) 5.5 Risk-free rate 1.3 % Volatility 10.0 % Dividend yield 0.0 % Fair value of Private Placement Warrants $ 0.58 The following contains additional information regarding inputs used in the pricing models: ● Term – the expected life of the warrants was assumed to be equivalent of their remaining contractual term. ● Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the warrants. ● Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants. ● Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of private placement warrants. The change in fair value of the derivative warrant liabilities, net of expense related to the initial fair value of the Private Placement Warrants in excess of proceeds received, through December 31, 2021 is as follows: Total Derivative Public Warrants Private Warrants Warrants Liability Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants (1) 7,819,999 6,903,750 14,723,749 Change in fair value of warrant liabilities (3,756,666) (3,083,675) (6,840,341) Derivative warrant liabilities at December 31, 2021 $ 4,063,333 $ 3,820,075 $ 7,883,408 (1) During the first quarter of 2021, the Public Warrants were transferred from Level 3 to Level 1 in the fair value hierarchy. Fair Value of Other Financial Instruments The carrying value of cash and accounts payable are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 4 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock Class A Common Stock outstanding Class A If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. In addition, 23,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to the requirements of law. In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1, Description of Organization and Business Operations Class B Common Stock issued Related Party Transactions outstanding 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 stockholders, except as required by law. The Sponsor, the Company’s officers and directors entered into a sponsor letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares (as defined below in Note 6, Related Party Transactions Warrant Liabilities The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. ● If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
CLASS A COMMON STOCK SUBJECT TO
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 12 Months Ended |
Dec. 31, 2021 | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 5 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2021, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption (12,449,938) Proceeds allocated to Public Warrants at issuance (7,819,999) Plus: Remeasurement to Class A common stock subject to possible redemption 20,269,937 Class A common stock subject to possible redemption $ 230,000,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On December 31, 2020, the Sponsor purchased 5,031,250 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.005 per share. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On February 24, 2021, the Company effected a stock dividend of 0.14 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 Founder Shares of which were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised), representing an adjusted purchase price of approximately $0.004 per share. The financial statement has been retroactively restated to reflect the stock dividend. The underwriters’ exercised the over-allotment option in full; thus, the Founder Shares are no longer subject to forfeiture. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights, and the Founder Shares are subject to certain transfer restrictions. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement As described in Note 1, Description of Organization and Business Operations The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until 30 days after the completion of the initial Business Combination. The excess fair value over the proceeds received for the Private Placement Warrants is recorded as a loss in the accompanying statement of operations for the year ended December 31, 2021 within “Change in fair value of derivative warrant liability.” Related Party Loan The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of May 31, 2021 or the completion of the Public Offering. The Company did not borrow any amount under the Note prior to the Public Offering. In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loan but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. To date, the Company has had no Working Capital Loans outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 — INCOME TAXES The components of the Company’s provision for income taxes are as follows: October 26, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Current income tax expense (benefit): Federal $ — $ — State — — — — Deferred income tax expense (benefit): Federal (222,836) (198) State — — (222,836) (198) Change in valuation allowance 222,836 198 Income tax provision $ — $ — A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (27.3) % 0.0 % Transaction costs related to warrants 1.8 % 0.0 % Change in valuation allowance 4.5 % (21.0) % Income tax provision 0.0 % 0.0 % The components of the Company’s deferred income tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 39,725 $ — Organizational/Start-up costs 183,309 198 Total deferred tax asset 223,034 198 Valuation allowance (223,034) (198) Deferred tax asset, net of allowance $ — $ — As of December 31, 2021, the Company had Federal U.S. net operating losses of $188,223, which are limited to 80% of taxable income per year and will not expire. If a business combination is consummated, these net operating losses will be limited by a Section 382 limitation given there will have been a change in control at the Company. Deferred tax assets are reduced by a valuation allowance if the Company believes it is more likely than not such deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $222,836. The Company files income tax returns in the U.S. federal jurisdiction and the District of Columbia. There are currently no federal or state income tax examinations underway. The Company’s tax returns since inception remain open to examination by the taxing authorities. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME (LOSS) PER COMMON SHARE | |
NET INCOME (LOSS) PER COMMON SHARE | NOTE 8 — NET INCOME (LOSS) PER COMMON SHARE The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income per common share for the periods presented. Reconciliation of Net Income(Loss) per Common Share The following table reflects the calculation of basic and diluted net income (loss) per common share: October 26, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator Allocation of net income (loss) $ 3,869,562 $ 1,142,710 $ — $ (943) Denominator Weighted-average shares outstanding (1) 19,471,233 5,750,000 — 5,000,000 Basic and diluted net income (loss) per share $ 0.20 $ 0.20 $ — $ (0.00) (1) The weighted average shares outstanding for the period from October 26, 2020 (inception) through December 31, 2020 excluded an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters exercised their over-allotment shares in full; therefore, the 750,000 shares were no longer subject to forfeiture and are included in the year ended December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement, dated February 23, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Public Offering, or $4,600,000, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $8,050,000 was recorded as deferred underwriting commissions on the balance sheets as of December 31, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Business Combination Agreement On December 2, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Selina Holding Company, UK Societas (“Selina”) and Samba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Selina (the “Business Combination”). At the closing of the Business Combination and the effective time (the “Effective Time”) of the Merger, the stockholders of the Company will receive certain of the common stock of Selina (“Selina Common Stock”), and Selina will list as a publicly traded company. Consummation of the transactions contemplated by the Business Combination Agreement are subject to customary conditions of the respective parties, including receipt of approval from our stockholders and Selina’s shareholders for consummation of the transactions and certain other actions related thereto by our stockholders. Subscription Agreement Concurrently with and following the execution of the Business Combination Agreement, the PIPE Investors entered into the Subscription Agreements, which provide for the purchase by the PIPE Investors at the Effective Time of (i) the PIPE Shares at a price per share of $10.00, for an aggregate purchase price of $55,000,000, which price per share and aggregate purchase price assumes that Selina has effected the Capital Restructuring prior to the Effective Time, and (ii) Bet on America Holdings LLC, an affiliate of our Sponsor in its capacity as one of the PIPE Investors, agreed to a conditional backstop obligation for an additional commitment to purchase up to an aggregate of 1,500,000 Selina Ordinary Shares at a price per share of $10.00 in the event that the cash proceeds condition in the Business Combination Agreement is not satisfied at the Closing. The closing of the PIPE Investment is conditioned upon the consummation of the Business Combination. Vendor Agreements On February 4, 2021, the Company entered into an agreement with a vendor for consulting services around IT infrastructure, media relations, and investor relations services. Under the agreement, the vendor receives $20,000 per month, pro-rated for any partial month, from the date of the announcement of the Business Combination until the closing date of the Business Combination. Upon completion of the Business Combination, the vendor will receive $250,000, which only becomes due and payable upon the consummation of a Business Combination. On July 28, 2021, the Company entered into an advisory agreement for the proposed business combination with Selina. This advisory agreement is for the advisor’s role as a financial and capital markets advisor to the Company for the proposed business combination. The advisor is entitled a transaction fee amounting to $5,000,000 that is payable at the closing of the proposed business combination. This fee is contingent upon the successful closing of the proposed business combination; and as such, no amounts have been recorded within the Company’s financial statements as of December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions through the date these financial statements were issued. The Company determined there were no events that required disclosure in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements include the financial statements of the Company, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates In the course of preparing the financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three -year period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. The Company’s cash balances held at commercial banks may at times exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any credit losses to date. |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2021, the Company had $230,011,790 in cash held in the Trust Account that were held in U.S. Treasury Bills. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the Financial Accounting Standards Board (“FASB”), that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps, and options. Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. |
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 accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing liabilities from equity Derivatives and hedging The Company further evaluated the Public Warrants and the Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 4, Fair Value Measurements Stockholders’ Deficit Related Party Transactions Contracts in an entity’s own equity Fair Value Measurement Fair Value Measurements, |
Allocation of Issuance Costs | Allocation of Issuance Costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, Debt with conversion and other options and Public Warrants in the amount of $12,449,938 and $438,197, respectively. Issuance costs attributed to the Public Warrants were expensed during the first quarter of 2021 to the statements of operations. Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 23,000,000 shares of 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 sheets. Immediately upon the closing of the Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. |
Franchise Tax Obligation | Franchise Tax Obligation As a Delaware corporation, the Company’s franchise tax obligation is based on the number of shares of common stock authorized and outstanding. As of December 31, 2021 and 2020, the Company has recorded franchise taxes payable of $200,050 and $0 respectively. The Company remits these obligations to Delaware annually. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement associated with the redeemable Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at December 31, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 230,011,790 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants (2) $ 4,063,333 $ — $ — Derivative warrant liabilities - Private Placement Warrants (3) $ — $ — $ 3,820,075 (1) The fair value of investments in Trust Account based on quoted market price. (2) The fair value of derivative warrant liabilities – Public Warrants based on the quoted market price for BOAS.WS as of the reporting date. (3) The fair value of derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model. |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | February 26, 2021 (Initial Measurement) Strike price $ 11.50 Term (in years) 6.0 Risk-free rate 0.9 % Volatility 17.0 % Dividend Yield 0.0 % Fair value of Public Warrants $ 1.02 Fair value of Private Placement Warrants $ 1.05 December 31, 2021 Strike price $ 11.50 Term (in years) 5.5 Risk-free rate 1.3 % Volatility 10.0 % Dividend yield 0.0 % Fair value of Private Placement Warrants $ 0.58 |
Schedule of change in the fair value of the warrant liabilities | Total Derivative Public Warrants Private Warrants Warrants Liability Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants (1) 7,819,999 6,903,750 14,723,749 Change in fair value of warrant liabilities (3,756,666) (3,083,675) (6,840,341) Derivative warrant liabilities at December 31, 2021 $ 4,063,333 $ 3,820,075 $ 7,883,408 (1) During the first quarter of 2021, the Public Warrants were transferred from Level 3 to Level 1 in the fair value hierarchy. |
CLASS A COMMON STOCK SUBJECT _2
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | |
Summary of Class A common stock subject to possible redemption | Gross proceeds $ 230,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption (12,449,938) Proceeds allocated to Public Warrants at issuance (7,819,999) Plus: Remeasurement to Class A common stock subject to possible redemption 20,269,937 Class A common stock subject to possible redemption $ 230,000,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of income tax provision | The components of the Company’s provision for income taxes are as follows: October 26, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Current income tax expense (benefit): Federal $ — $ — State — — — — Deferred income tax expense (benefit): Federal (222,836) (198) State — — (222,836) (198) Change in valuation allowance 222,836 198 Income tax provision $ — $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (27.3) % 0.0 % Transaction costs related to warrants 1.8 % 0.0 % Change in valuation allowance 4.5 % (21.0) % Income tax provision 0.0 % 0.0 % |
Summary of significant components of the Company's deferred tax assets | The components of the Company’s deferred income tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 39,725 $ — Organizational/Start-up costs 183,309 198 Total deferred tax asset 223,034 198 Valuation allowance (223,034) (198) Deferred tax asset, net of allowance $ — $ — |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME (LOSS) PER COMMON SHARE | |
Schedule of basic and diluted net income loss per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share: October 26, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator Allocation of net income (loss) $ 3,869,562 $ 1,142,710 $ — $ (943) Denominator Weighted-average shares outstanding (1) 19,471,233 5,750,000 — 5,000,000 Basic and diluted net income (loss) per share $ 0.20 $ 0.20 $ — $ (0.00) (1) The weighted average shares outstanding for the period from October 26, 2020 (inception) through December 31, 2020 excluded an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters exercised their over-allotment shares in full; therefore, the 750,000 shares were no longer subject to forfeiture and are included in the year ended December 31, 2021. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 26, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($) | Dec. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Underwriting discounts and commissions | $ 0 | |||
Deferred underwriting commissions | $ 8,050,000 | |||
Transaction costs | 12,888,135 | |||
Other offering costs | 238,135 | |||
Underwriting fees | 4,600,000 | |||
Deferred underwriting commissions | 8,050,000 | |||
Cash held outside the Trust Account | 760,576 | $ 25,050 | ||
Payments for investment of cash in Trust Account | 230,000,000 | |||
Proceeds from issuance of private placement | 6,575,000 | |||
Cash | 760,576 | 25,050 | ||
Derivative warrant liabilities | 7,883,408 | |||
Class A common stock subject to redemption | 230,000,000 | |||
Additional paid-in capital | 24,425 | |||
Accumulated deficit | (15,234,183) | $ (943) | ||
Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance initial public offering | 230,000,000 | |||
Proceeds from sale of Private Placement Warrants | 7,819,999 | |||
Class A common stock subject to redemption | $ 230,000,000 | |||
Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants expiration term | 30 days | |||
Redemption period | 5 years | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Adjustment of exercise price of warrants based on market value and newly issued price based on market price (as a percent) | 115.00% | |||
Adjustment of exercise price of warrants based on market value and newly issued price based on trigger price (as a percent) | 180.00% | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |||
Warrants exercisable term from the closing of the public offering | 30 days | |||
Warrants exercisable term after the completion of a business combination | 12 months | |||
Warrants expiration term | 5 years | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Threshold trading days for redemption of public warrants | D | 20 | |||
Redemption period | 30 days | |||
Threshold business days before sending notice of redemption to warrant holders | 3 days | |||
Public Warrants | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share Price | $ / shares | $ 9.20 | |||
Percentage of gross proceeds on total equity proceeds | 60.00% | |||
Threshold trading days for redemption of public warrants | D | 20 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | shares | 1 | |||
Number of warrants in a unit | shares | 0.33 | |||
Purchase price, per unit | $ / shares | $ 0.01 | |||
Investment of cash into Trust Account | $ 230,000,000 | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Initial Public Offering | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 23,000,000 | |||
Number of units issued excluding underwriters | shares | 20,000,000 | |||
Share Price | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 230,000,000 | |||
Net proceeds from IPO | 217,111,865 | |||
Underwriting discounts and commissions | 12,888,135 | |||
Deferred underwriting commissions | $ 8,050,000 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 6,575,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from issuance of private placement | $ 6,575,000 | |||
Percentage of redemption required if business combination is not completed by specified date | 100.00% | |||
Redemption of shares calculated based on business period prior to consummation of business combination | 24 months | |||
Redemption period upon closure | 30 months | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares per warrant | shares | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | |||
Minimum net tangible assets of the target | $ 5,000,001 | |||
Over-allotment option | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued to underwriters | shares | 3,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Annual gross revenue to remain as an Emerging Growth Company | $ 1,070,000,000 | ||
Condition on market value of company's common stock by non affiliates | 700,000,000 | ||
Condition on Non convertible Debt Securities | $ 1,000,000,000 | ||
Condition on Non convertible Debt Securities, Period | 3 years | ||
Cash equivalents | $ 0 | $ 0 | |
Cash held in trust account | 230,011,790 | ||
Transaction costs | 12,888,135 | ||
Underwriting fees | 4,600,000 | ||
Deferred underwriting commissions | 8,050,000 | ||
Other offering costs | 238,135 | ||
Franchise tax payable | 200,050 | 0 | |
Unrecognized tax benefits | 0 | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Class A Common Stock | |||
Issuance value | $ 12,449,938 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 0 | |
Shares excluded since their inclusion would be anti-dilutive | 14,241,666 | ||
Class A Common Stock Subject to Redemption | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | ||
Public Warrants | |||
Issuance value | $ 438,197 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Investments held in Trust Account | $ 230,011,790 |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative warrant liabilities | 7,883,408 |
Level 1 | U.S. Treasury Securities | |
Assets: | |
Investments held in Trust Account | 230,011,790 |
Level 1 | U.S. Treasury Securities | Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative warrant liabilities | 4,063,333 |
Level 3 | U.S. Treasury Securities | Private Placement Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative warrant liabilities | $ 3,820,075 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Feb. 26, 2021$ / shares | Dec. 31, 2021$ / shares |
Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Strike price | Level 3 | Initial Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.5 | |
Term (in years) | Level 3 | Initial Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 6 | |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.3 | |
Risk-free rate | Level 3 | Initial Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.9 | |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | |
Volatility | Level 3 | Initial Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 17 | |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Dividend yield | Level 3 | Initial Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Public Warrants | Level 3 | Initial Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability Fair Value | $ 1.02 | |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability Fair Value | $ 0.58 | |
Private Placement Warrants | Level 3 | Initial Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability Fair Value | $ 1.05 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Derivative warrant liabilities at beginning period | $ 0 |
Issuance of Public and Private Warrants | 14,723,749 |
Change in fair value of warrant liabilities | (6,840,341) |
Derivative warrant liabilities at ending period | 7,883,408 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Derivative warrant liabilities at beginning period | 0 |
Issuance of Public and Private Warrants | 7,819,999 |
Change in fair value of warrant liabilities | (3,756,666) |
Derivative warrant liabilities at ending period | 4,063,333 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Derivative warrant liabilities at beginning period | 0 |
Issuance of Public and Private Warrants | 6,903,750 |
Change in fair value of warrant liabilities | (3,083,675) |
Derivative warrant liabilities at ending period | $ 3,820,075 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 12 Months Ended | ||
Dec. 31, 2021Vote$ / sharesshares | Feb. 24, 2021$ / shares | Dec. 31, 2020$ / sharesshares | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 380,000,000 | 380,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 0 | |
Class A Common Stock | Holders | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 380,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 0 | ||
Common stock, shares outstanding (in shares) | 0 | 0 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | ||
Class A Common Stock Subject to Redemption | |||
Class of Stock [Line Items] | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | ||
Redeemable upon the consummation | 23,000,000 | ||
Class A Common Stock Subject to Redemption | Holders | |||
Class of Stock [Line Items] | |||
Class A common stock subject to possible redemption, issued (in shares) | 23,000,000 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common stock, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Class B Common Stock | Holders | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common stock, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Stock dividend | $ / shares | $ 0.14 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ / shares | $ 0.01 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 30 days |
Period of time within which registration statement is expected to become effective | 12 months |
Number of trading days on which fair market value of shares is reported | 15 |
Redemption period | 5 years |
Warrants expiration term | 30 days |
Share Price Trigger Used To Measure Dilution Of Warrant | $ / shares | $ 18 |
Warrants | Minimum | |
Class of Warrant or Right [Line Items] | |
Trading period after business combination used to measure dilution of warrant | 20 |
Warrants | Maximum | |
Class of Warrant or Right [Line Items] | |
Trading period after business combination used to measure dilution of warrant | 30 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Redemption period | 30 days |
Warrants expiration term | 5 years |
CLASS A COMMON STOCK SUBJECT _3
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Remeasurement of Class A common stock subject to possible redemption | $ 20,269,937 | |
Class A common stock subject to possible redemption | $ 230,000,000 | |
Class A Common Stock | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 0 |
Gross Proceeds | $ 230,000,000 | |
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption | (12,449,938) | |
Proceeds allocated to Public Warrants at issuance | (7,819,999) | |
Remeasurement of Class A common stock subject to possible redemption | 20,269,937 | |
Class A common stock subject to possible redemption | $ 230,000,000 | |
Class A Common Stock Subject to Redemption | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Feb. 24, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ 25,000 | |||
Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 750,000 | 750,000 | ||
Founder Shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 5,031,250 | |||
Aggregate purchase price | $ 25,000 | |||
Price of warrant | $ 0.005 | $ 0.005 | ||
Shares subject to forfeiture | 656,250 | 656,250 | ||
Stock dividend | $ 0.14 | |||
Share dividend | 5,750,000 | |||
Aggregate number of shares owned | 750,000 | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 180 days | |||
Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Warrants exercisable term from the closing of the public offering | 30 days | |||
Initial Public Offering | Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | Founder Shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Stock dividend | $ 0.004 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) | Dec. 31, 2021USD ($)$ / shares |
Working capital loans warrant | |
Related Party Transaction [Line Items] | |
Outstanding balance of related party note | $ 0 |
Promissory Note with Related Party | |
Related Party Transaction [Line Items] | |
Maximum borrowing capacity of related party promissory note | 300,000 |
Related Party Loans | |
Related Party Transaction [Line Items] | |
Loan conversion agreement warrant | $ 1,500,000 |
Related Party Loans | Working capital loans warrant | |
Related Party Transaction [Line Items] | |
Price of warrant | $ / shares | $ 1 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Company's provision for income taxes (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Deferred income tax expense (benefit): | ||
Federal | $ (198) | $ (222,836) |
Total Deferred income tax expense | (198) | (222,836) |
Change in valuation allowance | 198 | 222,836 |
Income tax provision | $ 0 | $ 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of warrants | (27.30%) | 0.00% |
Transaction costs related to warrants | 1.80% | 0.00% |
Change in valuation allowance | 4.50% | (21.00%) |
Income tax provision | 0.00% | 0.00% |
INCOME TAXES - Components of _2
INCOME TAXES - Components of the Company's deferred income tax assets and liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss carryforward | $ 39,725 | |
Organizational/Start-up costs | 183,309 | $ 198 |
Total deferred tax assets | 223,034 | 198 |
Valuation allowance | $ 223,034 | $ 198 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
INCOME TAXES | ||
Operating loss carryforwards | $ 188,223 | |
Percentage of loss, limited to Taxable income | 80.00% | |
Change in valuation allowance | $ 198 | $ 222,836 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Shares excluded since their inclusion would be anti-dilutive | 14,241,666 | |
Allocation of net income (loss) | $ 3,869,562 | |
Weighted Average Number of Shares Outstanding, Basic | 19,471,233 | |
Weighted Average Number of Shares Outstanding, Diluted | 0 | 19,471,233 |
Basic net income (loss) per share | $ 0.20 | |
Diluted net income (loss) per share | $ 0 | $ 0.20 |
Class B Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Allocation of net income (loss) | $ (943) | $ 1,142,710 |
Weighted Average Number of Shares Outstanding, Basic | 5,000,000 | 5,750,000 |
Weighted Average Number of Shares Outstanding, Diluted | 5,000,000 | 5,750,000 |
Basic net income (loss) per share | $ 0 | $ 0.20 |
Diluted net income (loss) per share | $ 0 | $ 0.20 |
Shares subject to forfeiture | 750,000 | |
Shares no longer subject to forfeiture, Included in common stock | 750,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 02, 2021 | Jul. 28, 2021 | Feb. 04, 2021 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||||
Percentage of underwriting discount | 2.00% | |||
Underwriting additional fee | $ 4,600,000 | |||
Percentage of gross offering proceeds payable | 3.50% | |||
Deferred Underwriting Commissions | $ 8,050,000 | |||
Subscription Agreement | ||||
Loss Contingencies [Line Items] | ||||
Aggregate purchase price | $ 55,000,000 | |||
Shares per price | $ 10 | |||
Vendor Agreements | ||||
Loss Contingencies [Line Items] | ||||
Aggregate amount receives | $ 20,000 | |||
Amount payable to vendor | $ 250,000 | |||
Advisor transaction fee | $ 5,000,000 | |||
America Holdings LLC | Subscription Agreement | ||||
Loss Contingencies [Line Items] | ||||
Aggregate purchase shares | 1,500,000 | |||
Shares per price | $ 10 |