Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 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 | 001-40164 | ||
Entity Registrant Name | G&P Acquisition Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4357324 | ||
Entity Address, Address Line One | 222 Bellevue Avenue | ||
Entity Address, City or Town | Newport | ||
Entity Address State Or Province | RI | ||
Entity Address, Postal Zip Code | 02840 | ||
City Area Code | 212 | ||
Local Phone Number | 415-6500 | ||
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 | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Central Index Key | 0001839121 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 170,450,000 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Los Angeles, CA | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | GAPA.U | ||
Security Exchange Name | NYSE | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, $0.0001 par value | ||
Trading Symbol | GAPA | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 17,500,000 | ||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Trading Symbol | GAPA WS | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,375,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 544,321 | $ 25,000 | |
Prepaid expenses | 303,500 | ||
Total current assets | 847,821 | 25,000 | |
Investments held in the Trust Account | 176,764,144 | ||
Deferred offering costs | 65,000 | ||
Long-term prepaid assets | 62,500 | ||
Total assets | 177,674,465 | 90,000 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 422,280 | ||
Accrued offering costs | 153,640 | 65,000 | |
Advances from related party | 1,000 | ||
Total current liabilities | 575,920 | 66,000 | |
Deferred underwriting compensation | 6,125,000 | ||
Total liabilities | 15,549,795 | 66,000 | |
Commitments and contingencies (Note 7): | |||
Class A Common Stock subject to possible redemption (17,500,000 and 0 shares at approximately $10.10 per share as of December 31, 2021 and 2020, respectively) | 176,750,000 | ||
Stockholders' (deficit) equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 24,497 | ||
Accumulated deficit | (14,625,767) | (1,000) | |
Total stockholders' (deficit) equity | (14,625,330) | 24,000 | |
Total liabilities, common stock subject to possible redemption and stockholders' (deficit) equity | 177,674,465 | 90,000 | |
Class A Common Stock Subject to Redemption | |||
Current liabilities: | |||
Class A Common Stock subject to possible redemption (17,500,000 and 0 shares at approximately $10.10 per share as of December 31, 2021 and 2020, respectively) | 176,750,000 | ||
Class B Common Stock | |||
Stockholders' (deficit) equity: | |||
Common stock | [1] | 437 | $ 503 |
Private Placement Warrants | |||
Current liabilities: | |||
Warranty liability | 4,060,000 | ||
Public Warrants | |||
Current liabilities: | |||
Warranty liability | $ 4,788,875 | ||
[1] | As of December 31, 2020, includes up to 656,250 shares of Class B Common Stock subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters in the Initial Public Offering. These shares were forfeited in April 2021 when the over-allotment option expired (see Note 6). |
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 | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 17,500,000 | 0 |
Redemption value per share | $ 10.10 | $ 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 | 4,375,000 | 5,031,250 |
Common shares, shares outstanding | 4,375,000 | 5,031,250 |
Class B Common Stock | Over-allotment option | ||
Shares subject to forfeiture | 656,250 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
EXPENSES | ||
Administrative fee - related party | $ 190,000 | |
General and administrative | $ 1,000 | 785,396 |
TOTAL EXPENSES | 1,000 | 975,396 |
OTHER INCOME (EXPENSES) | ||
Investment income from the Trust Account | 14,144 | |
Warrant and overallotment offering expenses | (553,909) | |
Change in fair value of derivative liabilities | 6,533,199 | |
TOTAL OTHER INCOME | 5,993,434 | |
INCOME BEFORE INCOME TAX PROVISION | (1,000) | 5,018,038 |
Income tax provision | 0 | 0 |
Net income | $ (1,000) | $ 5,018,038 |
Class A Common Stock | ||
OTHER INCOME (EXPENSES) | ||
Basic weighted average shares outstanding | 13,952,055 | |
Diluted weighted average shares outstanding | 13,952,055 | |
Basic net income (loss) per share | $ 0.27 | |
Diluted net income (loss) per share | $ 0.27 | |
Class A Common Stock Subject to Redemption | ||
OTHER INCOME (EXPENSES) | ||
Basic weighted average shares outstanding | 13,952,055 | |
Diluted weighted average shares outstanding | 13,952,055 | |
Basic net income (loss) per share | $ 0.27 | |
Diluted net income (loss) per share | $ 0.27 | |
Common Stock Not Subject to Redemption | ||
OTHER INCOME (EXPENSES) | ||
Basic weighted average shares outstanding | 4,375,000 | 4,375,000 |
Diluted weighted average shares outstanding | 4,375,000 | 4,375,000 |
Basic net income (loss) per share | $ 0 | $ 0.27 |
Diluted net income (loss) per share | $ 0 | $ 0.27 |
Class B Common Stock | ||
OTHER INCOME (EXPENSES) | ||
Basic weighted average shares outstanding | 4,375,000 | |
Diluted weighted average shares outstanding | 4,375,000 | |
Basic net income (loss) per share | $ 0.27 | |
Diluted net income (loss) per share | $ 0.27 |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock - shares | Apr. 24, 2021 | Mar. 10, 2021 | Dec. 31, 2020 |
Shares subject to forfeiture | 656,250 | 656,250 | |
Over-allotment option | |||
Shares subject to forfeiture | 656,250 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B Common StockCommon Stock. | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||||
Balance at the beginning at Dec. 15, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Dec. 15, 2020 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B common stock to Sponsors | $ 503 | [1] | $ 25,000 | 24,497 | [1] | 25,000 | [1] | ||
Issuance of Class B common stock to Sponsors (in shares) | [1] | 5,031,250 | |||||||
Net income (loss) | (1,000) | (1,000) | |||||||
Balance at the end at Dec. 31, 2020 | $ 503 | 24,497 | (1,000) | 24,000 | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 5,031,250 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Excess of proceeds received over fair value of warrant liabilities - Private Placement Warrants | 580,000 | 580,000 | |||||||
Forfeiture of Class B Common Stock | $ (66) | 66 | |||||||
Forfeiture of Class B Common Stock (in shares) | (656,250) | ||||||||
Measurement adjustment of Class A Common Stock to redemption value | $ (604,563) | (19,642,805) | (20,247,368) | ||||||
Net income (loss) | 5,018,038 | 5,018,038 | |||||||
Balance at the end at Dec. 31, 2021 | $ 437 | $ (14,625,767) | $ (14,625,330) | ||||||
Balance at the end (in shares) at Dec. 31, 2021 | 4,375,000 | ||||||||
[1] | As of December 31, 2020, includes up to 656,250 shares of Class B Common Stock subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters in the Initial Public Offering. These shares were forfeited in April 2021 when the over-allotment option expired (see Note 6) |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - Class B Common Stock - shares | Apr. 24, 2021 | Mar. 10, 2021 | Dec. 31, 2020 |
Shares subject to forfeiture | 656,250 | 656,250 | |
Over-allotment option | |||
Shares subject to forfeiture | 656,250 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (1,000) | $ 5,018,038 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Formation and organization costs paid by related parties | 1,000 | 10,152 |
Investment income earned on treasury securities held in the Trust Account | (14,144) | |
Warrant and overallotment offering expenses | 553,909 | |
Gain on change in fair value of derivative liabilities | (6,533,199) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (366,000) | |
Accounts payable and accrued expenses | 422,280 | |
Net Cash Used In Operating Activities | (908,964) | |
Cash Flows From Investing Activities: | ||
Cash deposited into Trust Account | (176,750,000) | |
Net Cash Used In Investing Activities | (176,750,000) | |
Cash Flows From Financing Activities: | ||
Sale of Units in the Initial Public Offering, net of underwriting discount | 171,500,000 | |
Sale of Private Placement Warrants to the Sponsor | 7,250,000 | |
Proceeds from the Sponsor promissory note | 70,093 | |
Repayment of the Sponsor promissory note | (81,245) | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Payment of offering costs | (560,563) | |
Net Cash Provided By Financing Activities | 25,000 | 178,178,285 |
Net change in cash | 25,000 | 519,321 |
Cash at beginning of year | 25,000 | |
Cash at end of year | 25,000 | 544,321 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriters' compensation charged to temporary equity in connection with the Public Offering | 6,125,000 | |
Class A Common Stock measurement adjustment | 20,247,368 | |
Offering costs included in accrued offering costs | $ 65,000 | $ 153,640 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN G&P Acquisition Corp. (the “ Company Business Combination All activity for the period from December 16, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “ Initial Public Offering On March 15, 2021, the Company consummated the Initial Public Offering of 17,500,000 units (the “ Units Public Shares Public Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “ Private Placement Private Placement Warrants Warrants Sponsor Transaction costs amounted to $11,001,276, consisting of $3,500,000 of underwriting fees, $6,125,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “ Trust Account Combination Period Following the closing of the Initial Public Offering on March 15, 2021, an amount of $176,750,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ Investment Company Act The Company’s management has broad discretion with respect to the specific application of the net proceeds held outside of the Trust Account, although substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “ Public Stockholders ASC Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (the “ SEC Certificate of Incorporation Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Sponsor and the Company’s executive officers and directors have agreed (a) to waive their redemption rights with respect to the Founder Shares and the Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem one-hundred percent (100%) of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 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 pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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. There will be no redemption rights or liquidating distributions with respect to the Public Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and the Company’s executive officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares during or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Initial Public Offering have agreed to waive their rights to their deferred underwriting fees (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, the amount of such deferred underwriting fees will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the funds on deposit in the Trust Account remaining available for distribution will be less than the price per Unit of $10.00 in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act Going Concern and Management’s Plan As of December 31, 2021, we had investments held in the Trust Account of $176,764,144 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of December 31, 2021, the Company had a working capital of approximately $272,000 and cash of approximately $544,300. There is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination within the Combination Period (March 15, 2023). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the COVID-19 pandemic could have a negative effect on the Company’s financial position, results of operations and/or search for a target business, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ US GAAP Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act , as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “ JOBS Act Sarbanes-Oxley Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that, when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investment Held in the Trust Account As of December 31, 2021, the Company had $176.76 million in the Trust Account. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for the shares of Class A Common Stock subject to possible redemption in accordance with the guidance in Topic 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A Common Stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the shares of Class A Common Stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 175,000,000 Less: Proceeds allocated to the Public Warrants and over-allotment option (8,658,599) Issuance costs allocated to Class A Common Stock (9,838,769) Plus: Measurement adjustment of carrying value to redemption value 20,247,368 Class A Common Stock subject to possible redemption $ 176,750,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740, “ Income Taxes The provision for income taxes was deemed to be de minimis de minimis Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As a result, diluted earnings per share of common stock is the same as basic earnings per common stock for the periods presented. As of December 31, 2021, the warrants are exercisable to purchase 16,000,000 shares of Class A common stock in the aggregate. As of December 31, 2020, there were no warrants outstanding. The following table reflects the calculation of basic and diluted net income per share of common stock. For the Year Ended December 31, 2021 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 3,820,141 $ 1,197,897 Denominator: Basic and diluted weighted average shares outstanding 13,952,055 4,375,000 Basic and diluted net income per share of common stock $ 0.27 $ 0.27 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on the Trust Account. Derivative Financial Instruments The Company evaluates its financial instruments, including the Public Warrants, the Private Placement Warrants and the over-allotment option, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging i.e. Fair Value Measurement Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 —defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 —defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 —defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent 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 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,500,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $175,000,000. Each Unit consists of one share of the Class A Common Stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 7,250,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $7,250,000. The proceeds received from the sale of the Private Warrants exceeded the fair value of the warrants by $580,000 which the Company recorded to additional paid-in capital. A portion of the proceeds from the Private Placement of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the Private Placement of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will be worthless. The Sponsor and the Company’s executive officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until thirty ( 30 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares During the period ended December 31, 2020, the Sponsor purchased 5,750,000 of the Class B Common Stock (the “ Founder Shares Offering. The underwriters chose not to exercise the over-allotment option and 656,250 shares were forfeited. As of December 31, 2021, there were 4,375,000 Founder Shares issued and outstanding. As noted above, the Company transferred 75,000 Founder Shares to its independent directors. Each director paid approximately $108 for their shares or approximately $0.004 per share. The awards are subject to lockup restrictions and vest upon completion of a successful business combination. The estimated fair value of the awards upon grant date was $424,174 (net of proceeds received) or $5.66 per share, which calculated using a valuation model that takes into account various assumptions such as probability of Initial Public Offering, the probability of business combination and marketability. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (i) one (1) year after the completion of a Business Combination and (ii) subsequent to the completion of a Business Combination, (x) if the last reported sale price of the shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty ( 20 30 150 Promissory Note — Related Party On December 30, 2020, the Sponsor issued an unsecured promissory note to the Company (the “ Promissory Note Administrative Services Agreement Commencing on the date the Units are first listed on the New York Stock Exchange, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space and administrative and support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the year ended December 31, 2021, the Company recorded $190,000 for services under the administrative services agreement. Advances from Related Party The Sponsor paid certain formation and operating costs on behalf of the Company. These advances are due on demand and are non-interest bearing. During the period ended December 31, 2020, the related party paid $1,000 of formation costs on behalf of the Company. During the year ended December 31, 2021, the related party paid $10,152 of due diligence costs on behalf of the Company. As of December 31, 2021 and 2020, the amount due to the Sponsor was $0 and $1,000, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s executive officers and directors will loan the Company funds as may be required (the “ Working Capital Loans |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of the Class A Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to that certain registration rights agreement, dated as of March 10, 2021 (the “ Registration Rights Agreement Underwriting Agreement The Company granted the underwriters a forty-five ( 45 The underwriters were entitled to an underwriting fee payable in cash of $0.20 per Unit, or $3,500,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting fee of $0.35 per Unit, or $6,125,000 in the aggregate. The deferred underwriting fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 — INCOME TAXES The Company’s deferred tax assets are as follows at December 31, 2021: December 31, 2021 Deferred tax asset Net operating loss $ 38,705 Startup/organizational costs 163,158 Total deferred tax asset 201,863 Valuation Allowance (201,863) Deferred tax asset, net of allowance $ — The income tax provision (benefit) consists of the following for the period ended December 31, 2021: Year Ended December 31, 2021 Federal Current $ — Deferred 201,863 State and Local Current — Deferred — Change in valuation allowance (201,863) Income tax provision $ — The Company’s net operating loss carryforward as of December 31, 2021 amounted to $184,308 and will be carried forward indefinitely, limited in utilization against 80% of future taxable income. Due to changes in the ownership of common stock, the Company's ability to use net operating losses may be limited under Internal Revenue Code Section 382. As a result, the net operating losses may not have any value to the Company. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $201,863. A reconciliation of the statutory tax rate to the Company’s effective tax rates for the period ended December 31, 2021: Period Ended December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.00 % Warrants (25.02) % Change in valuation allowance 4.02 % Income tax provision (benefit) 0.00 % |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Sponsor forfeited 718,750 Founder Shares to the Company for no consideration, resulting in 4,956,250 Founder Shares issued and outstanding, of which an aggregate of up to 656,250 Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of the Founder Shares will equal twenty percent (20%) of the Company’s issued and outstanding common stock after the completion of the Initial Public Offering. On April 24, 2021, 656,250 Founder Shares were forfeited because the underwriters did not exercise the over-allotment option. As of December 31, 2021 and 2020, there were 4,375,000 and 5,031,250 shares of the Class B Common Stock issued 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 Company’s stockholders except as otherwise required by law. In connection with the Company’s initial Business Combination, the Company may enter into a stockholders’ agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The shares of the Class B Common Stock will automatically convert into the shares of the Class A Common Stock at the time of the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of the Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of the Class B Common Stock shall convert into shares of the Class A Common Stock will be adjusted (unless the holders of a majority of the then-outstanding shares of the Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of the Class A Common Stock issuable upon conversion of all shares of the Class B Common Stock will equal, in the aggregate, on an as-converted basis, twenty percent (20%) of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of the Class A Common Stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of the Class A Common Stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS. | |
WARRANTS | NOTE 9 — WARRANTS The Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (i) thirty ( 30 12 5 The Company will not be obligated to deliver any shares of the Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of the Class A Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of the Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares of the Class A Common Stock to holders seeking to exercise their Warrants, unless the issuance of the shares of the Class A Common Stock upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than twenty ( 20 60 Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares of the Class A Common Stock under applicable blue sky laws to the extent an exemption is not available. Redemption of Public Warrants When the Price per Share of the Class A Common Stock Equals or Exceeds $18.00 — ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of thirty ( 30 ) days ’ prior written notice of redemption to each holder of the Public Warrants; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any ten ( 10 ) trading days within a twenty ( 20 )-trading day period ending on the third (3 rd ) trading day prior to the date on which the Company sends the notice of redemption to holders of the Public Warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of the Class A Common Stock Equals or Exceeds $10.00 — ● in whole and not in part; ● at a price of $0.10 per Warrant provided that holders will be able to exercise their Warrants on cashless basis prior to redemption and receive that number of shares of the Class A Common Stock based on the redemption date and the fair market value of the Class A Common Stock; ● at a price equal to a number of shares of Class A Common Stock to be determined by reference to the agreed table (i.e., “make-whole table”) set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A Common Stock; ● upon a minimum of thirty ( 30 ) days’ prior written notice of redemption to each holder of the Warrants; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any ten ( 10 ) trading days within a twenty ( 20 )-trading day period ending on the third (3 rd ) trading day prior to the date on which the Company sends the notice of redemption to the holders of the Warrants; and ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Class A Common Stock) as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of the Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of the Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to the Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units sold in the Initial 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 saleable until thirty ( 30 The Company accounts for the 16,000,000 warrants issued in connection with the completion of the Initial Public Offering (including 8,750,000 Public Warrants and 7,250,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that, because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a liability. The Private Placement Warrants do not meet the criteria for equity treatment under ASC 815-40 because the Private Warrants include a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Private Placement Warrant and the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and therefore the Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15. The Public Warrants do not meet the criteria for equity treatment under ASC 815-40 because the Public Warrants include a tender provision, as noted above, that would entitle all of the Public Warrant holders to cash while less than all of the stockholders are entitled to cash. Upon issuance of the derivative Warrants, the Company recorded a liability of $14,720,000 on the balance sheet. The proceeds received from the Private Placement of the Private Placement Warrants exceeded the fair value of the Private Placement Warrants, and the Company recorded $580,000 in additional paid-in capital. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each Warrant as a liability at its fair value, and the Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1 —quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 —observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ● Level 3 —unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value as of December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in the Trust Account 1 $ 176,764,144 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 4,060,000 Warrant Liability – Public Warrants 1 $ 4,788,875 The Public Warrants, the Private Placement Warrants and the over-allotment option were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities in the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Upon expiration of the over-allotment option in April 2021, the Company recorded write-off of the option to the statement of operations. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants and over-allotment option. The Company allocated the proceeds received from (i) the sale of Units (which include one share of the Class A Common Stock and one-half of one Public Warrant), (ii) the sale of the Private Placement Warrants and (iii) the issuance of the Class B Common Stock, first to the Warrants and over-allotment option based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the Class A Common Stock subject to possible redemption (temporary equity), the Class A Common Stock (permanent equity) and the Class B Common Stock (permanent equity) based on their relative fair values at the initial measurement date. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of December 31, 2021 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, January 1, 2021 $ — Derivative liabilities recorded on issuance of derivative Warrants 15,382,074 Transfer to Level 1 (7,787,500) Change in fair value of derivative liabilities (3,534,574) Balance, December 31,2021 $ 4,060,000 During the year ended December 31, 2021, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions: March 15, 2021 December 31, 2021 Risk-free interest rate 0.9 - 1.01 % 0.9 - 1.30 % Expected life of grants 5.0 years 5.0 years Expected volatility of underlying stock 18.0 % 9.7 % Dividends 0 % 0 % Probability of Business Combination 90 % 90 % During the year ended December 31, 2021, the fair value of the over-allotment option was calculated using the following range of assumptions: March 15,2021 Risk-free interest rate 0.02 % Expected life of grants 0.12 years Expected volatility of underlying stock 18.0 % Dividends — % As of December 31, 2021 and 2020, the derivative liability was $8,848,875 and $0, respectively. In addition, for the year ended December 31, 2021, the Company recorded $6,533,199 as a gain on the change in fair value of the derivative Warrants in the statements of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
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 audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ US GAAP |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act , as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “ JOBS Act Sarbanes-Oxley Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that, when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Investment Held in the Trust Account | Investment Held in the Trust Account As of December 31, 2021, the Company had $176.76 million in the Trust Account. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for the shares of Class A Common Stock subject to possible redemption in accordance with the guidance in Topic 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A Common Stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the shares of Class A Common Stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 175,000,000 Less: Proceeds allocated to the Public Warrants and over-allotment option (8,658,599) Issuance costs allocated to Class A Common Stock (9,838,769) Plus: Measurement adjustment of carrying value to redemption value 20,247,368 Class A Common Stock subject to possible redemption $ 176,750,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740, “ Income Taxes The provision for income taxes was deemed to be de minimis de minimis |
Net Income per Share of Common Stock | Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As a result, diluted earnings per share of common stock is the same as basic earnings per common stock for the periods presented. As of December 31, 2021, the warrants are exercisable to purchase 16,000,000 shares of Class A common stock in the aggregate. As of December 31, 2020, there were no warrants outstanding. The following table reflects the calculation of basic and diluted net income per share of common stock. For the Year Ended December 31, 2021 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 3,820,141 $ 1,197,897 Denominator: Basic and diluted weighted average shares outstanding 13,952,055 4,375,000 Basic and diluted net income per share of common stock $ 0.27 $ 0.27 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on the Trust Account. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments, including the Public Warrants, the Private Placement Warrants and the over-allotment option, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging i.e. Fair Value Measurement |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 —defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 —defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 —defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Recent Accounting Standards | Recent 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 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of Class A common stock reflected on the balance sheet | Gross proceeds $ 175,000,000 Less: Proceeds allocated to the Public Warrants and over-allotment option (8,658,599) Issuance costs allocated to Class A Common Stock (9,838,769) Plus: Measurement adjustment of carrying value to redemption value 20,247,368 Class A Common Stock subject to possible redemption $ 176,750,000 |
Schedule of calculation of basic and diluted net income per share of common stock | For the Year Ended December 31, 2021 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 3,820,141 $ 1,197,897 Denominator: Basic and diluted weighted average shares outstanding 13,952,055 4,375,000 Basic and diluted net income per share of common stock $ 0.27 $ 0.27 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of net deferred tax assets | The Company’s deferred tax assets are as follows at December 31, 2021: December 31, 2021 Deferred tax asset Net operating loss $ 38,705 Startup/organizational costs 163,158 Total deferred tax asset 201,863 Valuation Allowance (201,863) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | The income tax provision (benefit) consists of the following for the period ended December 31, 2021: Year Ended December 31, 2021 Federal Current $ — Deferred 201,863 State and Local Current — Deferred — Change in valuation allowance (201,863) Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate to the effective tax rate | A reconciliation of the statutory tax rate to the Company’s effective tax rates for the period ended December 31, 2021: Period Ended December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.00 % Warrants (25.02) % Change in valuation allowance 4.02 % Income tax provision (benefit) 0.00 % |
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 | The following table presents information about the Company’s assets and liabilities that are measured at fair value as of December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in the Trust Account 1 $ 176,764,144 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 4,060,000 Warrant Liability – Public Warrants 1 $ 4,788,875 |
Schedule of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs | The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, January 1, 2021 $ — Derivative liabilities recorded on issuance of derivative Warrants 15,382,074 Transfer to Level 1 (7,787,500) Change in fair value of derivative liabilities (3,534,574) Balance, December 31,2021 $ 4,060,000 |
Schedule of weighted average assumptions | During the year ended December 31, 2021, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions: March 15, 2021 December 31, 2021 Risk-free interest rate 0.9 - 1.01 % 0.9 - 1.30 % Expected life of grants 5.0 years 5.0 years Expected volatility of underlying stock 18.0 % 9.7 % Dividends 0 % 0 % Probability of Business Combination 90 % 90 % During the year ended December 31, 2021, the fair value of the over-allotment option was calculated using the following range of assumptions: March 15,2021 Risk-free interest rate 0.02 % Expected life of grants 0.12 years Expected volatility of underlying stock 18.0 % Dividends — % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details) | Mar. 15, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants to the Sponsor | $ 7,250,000 | ||
Warrant offering expenses | 553,909 | ||
Cash held outside the Trust Account | 544,321 | $ 25,000 | |
Deferred underwriting fee payable | $ 6,125,000 | ||
Number Of Letters Of Intent | item | 2 | ||
Other offering costs | $ 714,201 | ||
Condition for future business combination number of businesses minimum | item | 1 | ||
Cash deposited into the Trust Account | $ 176,750,000 | ||
Business combination, Number Of Letters Of Intent | item | 2 | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Investments held in the Trust Account | 176,764,144 | ||
Working Capital | 272,000 | ||
Cash | $ 544,300 | ||
Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 16,000,000 | ||
Warrant offering expenses | $ 553,909 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 7,250,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 8,750,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Public Offering, less fair value of Public Warrants, net of offering costs (in shares) | shares | 17,500,000 | 17,500,000 | |
Purchase price, per unit | $ / shares | $ 10.10 | ||
Proceeds from issuance initial public offering | $ 175,000,000 | $ 175,000,000 | |
Transaction Costs | 11,001,276 | ||
Underwriting fees | 3,500,000 | ||
Deferred underwriting fee payable | 6,125,000 | ||
Other offering costs | $ 1,376,276 | ||
Condition for future business combination use of proceeds percentage | 80.00% | ||
Condition for future business combination threshold Percentage Ownership | 50.00% | ||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15.00% | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Redemption period upon closure | 10 days | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Initial Public Offering | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10.10 | ||
Sale of Private Placement Warrants (in shares) | shares | 7,250,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Sale of Private Placement Warrants to the Sponsor | $ 7,250,000 | ||
Cash deposited into the Trust Account | $ 176,750,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 7,250,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Sale of Private Placement Warrants to the Sponsor | $ 7,250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Apr. 24, 2021 | Mar. 10, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 176,760,000 | |||
Unrecognized tax benefits | 0 | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | ||
Offering costs | 714,201 | |||
Costs incurred in connection with formation and preparation and underwriter discount | 9,625,000 | |||
Federal Depository Insurance Coverage | $ 250,000 | |||
Class B Common Stock | ||||
Shares subject to forfeiture | 656,250 | 656,250 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A common stock subject to redemption (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Measurement adjustment of carrying value to redemption value | $ 20,247,368 |
Class A Common Stock subject to possible redemption | 176,750,000 |
Class A Common Stock Subject to Redemption | |
Gross proceeds | 175,000,000 |
Proceeds allocated to the Public Warrants and over-allotment option | (8,658,599) |
Issuance costs allocated to Class A Common Stock | (9,838,769) |
Measurement adjustment of carrying value to redemption value | 20,247,368 |
Class A Common Stock subject to possible redemption | $ 176,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Income per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: | ||
Warrants and Rights Outstanding | $ 0 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income | $ 3,820,141 | |
Denominator: | ||
Basic weighted average shares outstanding | 13,952,055 | |
Diluted weighted average shares outstanding | 13,952,055 | |
Basic net income (loss) per share | $ 0.27 | |
Diluted net income (loss) per share | $ 0.27 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,000,000 | |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income | $ 1,197,897 | |
Denominator: | ||
Basic weighted average shares outstanding | 4,375,000 | |
Diluted weighted average shares outstanding | 4,375,000 | |
Basic net income (loss) per share | $ 0.27 | |
Diluted net income (loss) per share | $ 0.27 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - Initial Public Offering - USD ($) | Mar. 15, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 17,500,000 | 17,500,000 |
Purchase price, per unit | $ 10 | |
Proceeds received from initial public offering, gross | $ 175,000,000 | $ 175,000,000 |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds from sale of warrants | $ 7,250,000 |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Warrants issued | shares | 7,250,000 |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
Private Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds from sale of warrants | $ 580,000 |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Warrants issued | shares | 7,250,000 |
Price of warrants | $ / shares | $ 1 |
Proceeds from sale of warrants | $ 7,250,000 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) - USD ($) | Mar. 10, 2021 | Feb. 24, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Apr. 24, 2021 | |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | [1] | $ 25,000 | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | 25,000 | |||||
Aggregate number of shares owned | 4,956,250 | |||||
Shares subject to forfeiture | 656,250 | 656,250 | ||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Formation cost on behalf of company | 1,000 | |||||
Due to sponsor | $ 1,000 | |||||
Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 5,750,000 | |||||
Number of shares forfeited | 718,750 | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Shares, Issued | 4,375,000 | |||||
Fair value of the awards upon grant date | $ 424,174 | |||||
Net of proceeds received | $ 5.66 | |||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 5,750,000 | |||||
Aggregate purchase price | $ 25,000 | |||||
Number of shares transferred (in shares) | 25,000 | |||||
Number of shares forfeited | 718,750 | |||||
Aggregate number of shares owned | 4,956,250 | 5,675,000 | ||||
Shares subject to forfeiture | 656,250 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
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 | 150 days | |||||
Founder Shares | Directors | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 108 | |||||
Number of shares transferred (in shares) | 75,000 | |||||
Purchase price, per unit | $ 0.004 | |||||
[1] | As of December 31, 2020, includes up to 656,250 shares of Class B Common Stock subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters in the Initial Public Offering. These shares were forfeited in April 2021 when the over-allotment option expired (see Note 6) |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 30, 2020 | |
Related Party Transaction [Line Items] | |||
Amount draw down from promissory note | $ 70,093 | ||
Expenses paid by related parties on behalf of the Company | 10,152 | ||
Advances from related party | $ 1,000 | ||
Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Outstanding balance of related party note | 0 | 0 | |
Sponsor | |||
Related Party Transaction [Line Items] | |||
Expenses incurred and paid | 1,000 | ||
Due to sponsor | 1,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Outstanding balance of related party note | $ 0 | 0 | |
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | 20,000 | ||
Expenses incurred and paid | 190,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Advances from related party | 0 | ||
Loan conversion agreement warrant | $ 2,000,000 | ||
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)item$ / sharesshares | Mar. 15, 2021USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||
Underwriters option period | 45 days | |
Fair value | $ 662,074 | |
Maximum number of demands for registration of securities | item | 3 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Deferred underwriting fee payable | $ 6,125,000 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | |
Underwriter cash discount | $ 3,500,000 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | shares | 2,625,000 |
INCOME TAXES - Net deferred tax
INCOME TAXES - Net deferred tax assets (Details) | Dec. 31, 2021USD ($) |
Deferred tax asset | |
Net operating loss | $ 38,705 |
Startup/organizational costs | 163,158 |
Total deferred tax asset | 201,863 |
Valuation Allowance | $ (201,863) |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Deferred | $ 201,863 | |
Change in valuation allowance | (201,863) | |
Income tax provision | $ 0 | $ 0 |
INCOME TAXES - Operating loss c
INCOME TAXES - Operating loss carryovers (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryovers | $ 184,308 |
State | |
Operating Loss Carryforwards [Line Items] | |
Change in the valuation allowance | $ 201,863 |
INCOME TAXES - Schedule of reco
INCOME TAXES - Schedule of reconciliation of the federal income tax rate to the effective tax rate (Details) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Statutory federal income tax rate (in percent) | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Other | (25.02%) |
Change in valuation allowance (in percent) | 4.02% |
Income tax provision (benefit) | 0.00% |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
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 - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | Mar. 10, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Apr. 24, 2021shares | |
Class of Stock [Line Items] | |||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | 1 | ||||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Class A Common Stock Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Class A common stock subject to possible redemption, outstanding (in shares | 0 | 17,500,000 | |||
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, votes per share | 1 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Aggregate number of shares owned | 4,956,250 | ||||
Shares subject to forfeiture | 656,250 | 656,250 | |||
Common shares, shares issued (in shares) | 5,031,250 | 4,375,000 | |||
Common shares, shares outstanding (in shares) | 5,031,250 | 4,375,000 | |||
Ratio to be applied to the stock in the conversion | 20 | 20 | |||
Class B Common Stock | Sponsor | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 5,750,000 | ||||
Number of shares forfeited | 718,750 | ||||
[1] | As of December 31, 2020, includes up to 656,250 shares of Class B Common Stock subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters in the Initial Public Offering. These shares were forfeited in April 2021 when the over-allotment option expired (see Note 6) |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)item$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Excess of proceeds received over fair value of private warrant liabilities recorded in additional paid in capital | $ | $ 580,000 |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Redemption period | 30 days |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 20 days |
Period of time within which registration statement is expected to become effective | 60 days |
Warrants issued | shares | 16,000,000 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants issued | shares | 7,250,000 |
Derivative liabilities recorded on issuance of derivative Warrants | $ | $ 14,720,000 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Restrictions on transfer period of time after business combination completion | 30 days |
Warrants issued | shares | 8,750,000 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 10 |
Threshold consecutive trading days for redemption of public warrants | item | 20 |
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Threshold trading days for redemption of public warrants | 10 |
Threshold consecutive trading days for redemption of public warrants | 20 |
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
Redemption period | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Marketable securities held in the Trust Account | $ 176,764,144 |
Private Placement Warrants | |
Liabilities: | |
Warranty liability | 4,060,000 |
Public Warrants | |
Liabilities: | |
Warranty liability | 4,788,875 |
Level 1 | |
Assets: | |
Marketable securities held in the Trust Account | 176,764,144 |
Level 1 | Public Warrants | |
Liabilities: | |
Warranty liability | 4,788,875 |
Level 3 | Private Placement Warrants | |
Liabilities: | |
Warranty liability | $ 4,060,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in fair value (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Warrant liabilities at beginning of the period | $ 0 |
Derivative liabilities recorded on issuance of derivative Warrants | 15,382,074 |
Transfer to Level 1 | (7,787,500) |
Change in fair value of derivative liabilities | (3,534,574) |
Warrant liabilities at end of the period | $ 4,060,000 |
FAIR VALUE MEASUREMENTS - Weigh
FAIR VALUE MEASUREMENTS - Weighted average assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Mar. 15, 2021 | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 8,848,875 | 0 | |
Gain on change in fair value of derivative liabilities | $ 6,533,199 | ||
Risk-free interest rate | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.02 | ||
Risk-free interest rate | Level 3 | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.9 | 0.9 | |
Risk-free interest rate | Level 3 | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 1.30 | 1.01 | |
Expected life of grants | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 5 | 5 | |
Warrants and Rights Outstanding, Measurement Input | 0.12 | ||
Expected volatility of underlying stock | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.7 | 18 | |
Warrants and Rights Outstanding, Measurement Input | 18 | ||
Dividends | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Probability of completing a Business Combination | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 90 | 90 |