Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 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 | 001-39807 | ||
Entity Registrant Name | Maquia Capital Acquisition Corp | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4283150 | ||
Entity Address, Address Line One | 50 Biscayne Boulevard, Suite 2406 | ||
Entity Address, City or Town | Miami | ||
Entity Address State Or Province | FL | ||
Entity Address, Postal Zip Code | 33132 | ||
City Area Code | 305 | ||
Local Phone Number | 608-1395 | ||
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 | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 170,327,635 | ||
Entity Central Index Key | 0001844419 | ||
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 Location | Hartford, CT | ||
Auditor Firm ID | 688 | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant | ||
Trading Symbol | MAQCU | ||
Security Exchange Name | NASDAQ | ||
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 | MAQC | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 17,893,462 | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Trading Symbol | MAQCW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,500,528 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current asset | |
Cash and cash equivalents | $ 475,500 |
Prepaid expenses | 157,500 |
Total current assets | 633,000 |
Other assets | 50,300 |
Marketable securities held in the Trust Account | 175,719,039 |
Total Assets | 176,402,339 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
Accounts payable and accrued expenses | 326,436 |
Total current liabilities | 326,436 |
Deferred underwriting compensation | 5,192,916 |
Warranty liability | 4,499,173 |
Total liabilities | 10,018,524 |
Commitments and Contingencies (Note 5) | |
Class A Common Stock subject to possible redemption; 17,309,739 shares at redemption value of $10.15 per share | 175,693,636 |
Stockholders' Deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (9,310,329) |
Total Stockholders' Deficit | (9,309,821) |
Total Liabilities and Stockholders' Deficit | 176,402,339 |
Private Placement Warrants | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
Warranty liability | 182,128 |
Public Warrants | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
Warranty liability | 4,317,044 |
Class A Common Stock | |
Stockholders' Deficit | |
Common stock | 58 |
Class B Common Stock | |
Stockholders' Deficit | |
Common stock | $ 450 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 100,000,000 |
Common shares, shares issued | 583,723 |
Common shares, shares outstanding | 583,723 |
Temporary equity, shares outstanding | 17,893,462 |
Class A Common Stock Subject to Redemption | |
Temporary Equity, par value, per share | $ / shares | $ 10.15 |
Temporary equity, shares outstanding | 17,309,739 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 10,000,000 |
Common shares, shares issued | 4,500,528 |
Common shares, shares outstanding | 4,500,528 |
Common stock subject to redemption | |
Temporary equity, shares outstanding | 17,309,739 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 468,814 |
TOTAL EXPENSES | (468,814) |
OTHER INCOME (EXPENSES) | |
Unrealized gain on investment held in Trust Account | 25,391 |
Offering costs allocated to warrants | (494,344) |
Change in fair value of derivative liabilities | 7,320,644 |
TOTAL OTHER INCOME | 6,851,691 |
Net income | $ 6,382,877 |
Class A Common Stock | |
OTHER INCOME (EXPENSES) | |
Weighted average shares outstanding, Basic | shares | 12,860,378 |
Weighted average shares outstanding, Diluted | shares | 12,860,378 |
Net income per share, Basic | $ / shares | $ 0.37 |
Net income per share, Diluted | $ / shares | $ 0.37 |
Class B Common Stock | |
OTHER INCOME (EXPENSES) | |
Weighted average shares outstanding, Basic | shares | 4,534,875 |
Weighted average shares outstanding, Diluted | shares | 4,534,875 |
Net income per share, Basic | $ / shares | $ 0.37 |
Net income per share, Diluted | $ / shares | $ 0.37 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 12 months ended Dec. 31, 2021 - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 460 | 24,540 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in shares) | 4,600,000 | ||||
Forfeiture of Class B Common Stock | $ (27) | 27 | |||
Forfeiture of Class B Common Stock (in shares) | (272,570) | ||||
Accretion of Class A common stock to redemption amount | $ 58 | $ 17 | $ (24,567) | (15,568,917) | (15,593,409) |
Accretion of Class A common stock to redemption amount (in shares) | 583,723 | 173,098 | |||
Return of private placement funds to Sponsor (see Note 4) | (124,289) | (124,289) | |||
Net income | 6,382,877 | 6,382,877 | |||
Balance at the end at Dec. 31, 2021 | $ 58 | $ 450 | $ (9,310,329) | $ (9,309,821) | |
Balance at the end (in shares) at Dec. 31, 2021 | 583,723 | 4,500,528 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows From Operating Activities: | |
Net income | $ 6,382,877 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Unrealized gains on investments held in the Trust Account | (25,391) |
Offering costs allocated to warrants | 494,344 |
Gain on change in fair value of derivative liabilities | (7,320,644) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (207,800) |
Accounts payable and accrued expenses | 326,435 |
Net Cash Used In Operating Activities | (350,179) |
Cash Flows From Investing Activities: | |
Cash deposited into the Trust Account | (175,693,648) |
Net Cash Used In Investing Activities | (175,693,648) |
Cash Flows From Financing Activities: | |
Sale of Units in the Initial Public Offering, net of underwriting discount | 171,366,206 |
Sale of Private Placement Units to Sponsor | 5,837,430 |
Proceeds from the Sponsor promissory note | 177,111 |
Repayment of the Sponsor promissory note | (177,111) |
Return of excess private placement funds to Sponsor | (124,900) |
Payment of offering costs | (584,409) |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Net Cash Provided By Financing Activities | 176,519,327 |
Net change in cash and cash equivalents | 475,500 |
Cash and cash equivalents at beginning of period | 0 |
Cash and cash equivalents at end of period | 475,500 |
Supplemental disclosure of non-cash financing activities: | |
Initial value of Class A Common Stock subject to possible redemption | 175,693,648 |
Deferred underwriting compensation charged to additional paid-in capital in connection with the Initial Public Offering | 5,192,916 |
Initial classification of fair value of over allotment liability | 162,847 |
Initial classification of fair value of warrants | $ 11,760,676 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organization and General Maquia Capital Acquisition Corporation (the “Company”) is a blank check company incorporated in the State of Delaware on December 10, 2020. There was no activity from December 10, 2020 through December 31, 2020. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the technology-focused middle market and emerging growth companies in North America. At December 31, 2021, the Company had not yet commenced any operations. All activity for the period from December 10, 2020 (inception) through December 31, 2021 related to the Company’s formation and the Initial Public Offering which was consummated on May 7, 2021 (as defined below) and subsequent to the Initial Public Offering, 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 or unrealized gains on investments held in the trust account and gains or losses from the change in the fair value of the warrant liabilities. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Sponsor and Initial Financing The Company’s sponsor is Maquia Investment North America LLC, (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 4, 2021. On May 7, 2021, the Company closed its Initial Public Offering of 16,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $160 million, and incurring offering costs of approximately $7.0 million, inclusive of $5,192,916 million in deferred underwriting commissions (Note 6). Each Unit consists of one share of the Company’s Class A common stock (the “Public Shares”) and one Simultaneously with the closing of the Initial Public Offering, the Company consummated a private sale (the “Private Placement”) of 551,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of approximately $5,510,000 (Note 5). The Private Placement Units are identical to the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. On May 10, 2021, the Company consummated the closing of the sale of 1,309,719 additional units of the Company’s Class A common stock, $0.0001 par value at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“Over-allotment Units”), generating additional gross proceeds of $13,097,190 and incurred additional offering costs of $130,972 in underwriting fees. Each Over-allotment Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one The Trust Account Following the closing of the Initial Public Offering in May 2021, $175.7 million of the net proceeds of the sale of the Units, the Private Placement Units, the Over-allotment Units and the Over-allotment Private Placement Units were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company. The funds held in the Trust Account will be invested only 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 Initial 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 amended and restated certificate of incorporation (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 Initial Public Offering (or 30 months from the closing of the Initial 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 Initial 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 Initial Public Offering and sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides 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”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share (subject to an increase of up to an additional $0.20 per unit in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus)), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the shares of Class A common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Private Placement Units (the “Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) and Private Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common stock and Private Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination by the full amount of time) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete 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 no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000),divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity In May 2021, the Company closed its Initial Public Offering of 17,309,719 Units at $10.00 per Unit, which includes underwriters’ over-allotment, generating gross proceeds of $173.1 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 583,743 Private Placement Warrants, which includes underwriters’ over-allotment, to the Sponsor at a purchase price of $10.00 per Private Placement Warrant, generating gross proceeds of approximately $5,837,430. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (Note 5), and a loan of $177,111 under an unsecured and noninterest bearing promissory note – related party (Note 5). Subsequent from the consummation of the Initial Public Offering, the Company plans to address its liquidity through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, management does not believe that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company believes it may need to raise additional funds in order to meet the expenditures required for operating the business. Furthermore, 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. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in what ever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. There is no assurance that the Company’s plans to consummate an Initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company 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 Initial 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. Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. 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. Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value, which approximates fair value, at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. At December 31, 2021, the shares of redeemable Class A common stock reflected in the balance sheet were reconciled in the following table: Gross proceeds $ 175,693,636 Less: Proceeds allocated to the fair value of warrants (11,760,676) Class A common stock issuance costs and overallotment costs (3,832,731) Plus: Accretion of carrying value to redemption value 15,593,409 Class A common stock subject to possible redemption $ 175,693,636 Net income per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. 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 since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,946,731 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Non-redeemable common stock includes the Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Year Ended December 31, 2021 Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 4,718,886 $ 1,663,991 Denominator: Basic and diluted weighted average shares outstanding 12,860,378 4,534,875 Basic and diluted net income per common share $ 0.37 $ 0.37 Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31,2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 3 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging i.e. Fair Value Measurement Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement, respectively, in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging Recently issued accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“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” Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the 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, which was consummated in May 2021, the Company sold 17,309,719 Units, which includes underwriters’ over-allotment, at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $173.1 million. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On January 28, 2021, the Company issued an aggregate of 5,750,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. On May 4, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 1,150,000 founder shares, which the Company cancelled. Shares and associated accounts have been retroactively restated to reflect the surrender of 1,150,000 Class B ordinary shares to the Company for no consideration on May 4, 2021. The Sponsor also transferred 70,000 founder shares to ARC Group Limited in consideration of services provided by such party as financial advisor to the Company in connection with the offering and recorded $529,200 which is recorded as a stock issuance cost. As a result, the Sponsor currently owns 4,530,000 founder shares. Such Class B common stock included an aggregate of up to 600,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Units and underlying securities). On May 7, 2021, the Company issued 160,000 shares of Class B common stock to the underwriter for services rendered and recorded $1,209,600 which is recorded as a stock issuance cost. On May 12, 2021, the Company issued 13,098 shares of Class B common stock to the underwriter for services rendered and recorded $99,021 which is recorded as a stock issuance cost. As a result of the underwriters’ election to partially exercise their over-allotment option on May 10, 2021, 272,570 Founder Shares are no longer subject to forfeiture. The initial stockholder has agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B common stock, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of an aggregate of 583,743 units, which includes underwriters’ over-allotment, to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to the Company in the amount of $5,837,430. During the three months ended September 30, 2021, due to the downsizing of the Initial Public Offering, $124,289 of funds were returned to the Sponsor. A portion of the proceeds from the Private Placement Units 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 sale of the Private Placement Units 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 Units will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Promissory Note – Related Party On January 29, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. In 2021, the Company borrowed $177,111 under this promissory note, which was repaid in full. As of December 31,2021, the balance outstanding under the promissory note with the Sponsor was $0. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes and any other loans made by the Sponsor or its affiliates (including the loans made to effectuate extensions as described below), the Company’s officers and directors, or the Company’s and their affiliates prior to or in connection with a Business Combination may be converted upon consummation of a Business Combination into additional Private Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Pursuant to its amended and restated certificate of incorporation, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination). In order to effectuate such extensions, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,730,974 ($0.10 per share) on or prior to the date of the applicable deadline, for each three-month extension (or up to an aggregate of $3,461,948 or $0.20 per share if the Company extends for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of a Business Combination out of the proceeds of the trust account released to it. If the Company does not consummate a Business Combination, such loans will not be repaid. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, the representative shares (see Note 8) as well as the holders of the Private Placement Units (and underlying securities) and any securities issued in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, such holders may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Initial Public Offering. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these common stock are to be released from escrow. The holders of a majority of the Private Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, such holders may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. In connection with this issuance, the Company recorded an over-allotment liability of $162,847.On May 12, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,309,719 Units. Upon partial exercise of the over-allotment option, an additional 32,743 private units were purchased and $59,141 of the remaining overallotment liability was recorded to change in fair value of derivative liabilities in the accompanying statement of operations. As a result of the underwriters’ election to partially exercise their over-allotment option, 272,570 Founder Shares are no longer subject to forfeiture. The underwriters were entitled to a cash underwriting discount of: (i) one percent (1.00%) of the gross proceeds of the Initial Public Offering. The cash discount of $1,730,972 was paid in May 2021 upon the closing of the IPO. In addition, the underwriters are entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering. upon closing of the Business Combination. The deferred fee after the IPO was consummated in May 2021 was $5,192,916. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal For a period beginning on the closing of this offering and ending 18 months from the closing of a business combination, we have granted Kingswood Capital Market a right of first refusal to acting as sole investment banker, sole book runner and/or sole placement for any and all future private or public equity and debt offerings, including equity-linked financings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 6. WARRANTS At December 31, 2021, the Company had 8,654,860 Public Warrants and 291,872 Private Placement Warrants outstanding. On April 12, 2021, the SEC issued a statement with respect to the accounting for warrants issued by special purchase acquisition companies. In light of the SEC Staff’s Statement, the Company has determined that the fair value of the warrants should be classified as a warrant liability on the Company’s balance sheet and subsequent changes to the fair value of the warrants will be recorded in the Company’s statement of operations. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days ’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the 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 notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are 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 Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The exercise price is $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 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 classified each Warrant as a liability at its fair value, and the Warrants were 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. In the Company’s fiscal quarter ended on June 30, 2021, the warrants detached from the units and started trading, therefore, since the fiscal quarter ended on June 30, 2021, the trading price for the public warrants will be used as the fair value of the public warrants. 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 $ — Initial fair value of derivative warrant liabilities 11,760,676 Transfer of public warrants from Level 3 to Level 1 (11,372,486) Change in fair value of derivative warrant liabilities (206,062) Balance, December 31, 2021 $ 182,128 For the private and public warrant at the IPO date, and for the private warrants at December 31, 2021, the following assumptions were used to calculate the fair value: December 31, 2021 May 7, 2021 Risk-free interest rate 0.32-1.26 % 0.8 % Expected life of grants 5.0 years 5.0 years Expected volatility of underlying stock 5.0-12.0 % 20 % Dividends 0 % 0 % Probability of Business Combination 80 % 80 % As of December 31, 2021, the derivative liability was $4,499,173. In addition, for the year ended December 31, 2021, the Company recorded a gain of $7,261,503, on the change in fair value of the derivative warrants which is included in change in fair value of derivative liabilities in the accompanying statement of operations. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Class A Common Stock Class B Common Stock issued Preferred Shares issued |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. 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 at 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 $ 175,719,039 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 182,128 Warrant Liability – Public Warrants 1 $ 4,317,045 The Public Warrants and the Private Placement Warrants 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 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. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of 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 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
INCOME TAXES | NOTE 9. INCOME TAXES The Company’s net deferred tax assets is as follows: For the Year Ended December 31, 2021 Deferred tax assets: Net operating losses $ 107,105 Unrealized gain on investments held in Trust account (1,603) Total deferred tax assets 105,502 Valuation Allowance (105,502) Deferred tax asset, net of allowance $ — Below is breakdown of the income tax provision. For the Year Ended December 31, 2021 Federal Current $ — Deferred (93,119) State and local Current — Deferred (12,383) Change in valuation allowance 105,502 Income tax provision $ — As of December 31, 2021, the Company had $450,159 of U.S. federal loss carryovers and $450,159 of state operating loss carryovers that do not expire and are available to offset future taxable income. 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 $105,502. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the Year Ended For the Year Ended December 31, December 31, 2021 2021 U.S. federal statutory rate 1,340,404 21.0 % State tax, net of federal tax benefit 178,251 2.8 % Change in fair value of warrant liability (1,741,775) (27.3) % Warrant issuance costs 117,618 1.8 % Valuation allowance 105,502 1.7 % Income tax provision — — The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses as well as the change in the fair value of the warrant liability, state tax, net of federal tax benefit and the warrant issuance costs. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS 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 financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | 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 Initial 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. |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
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 |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. 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. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value, which approximates fair value, at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. At December 31, 2021, the shares of redeemable Class A common stock reflected in the balance sheet were reconciled in the following table: Gross proceeds $ 175,693,636 Less: Proceeds allocated to the fair value of warrants (11,760,676) Class A common stock issuance costs and overallotment costs (3,832,731) Plus: Accretion of carrying value to redemption value 15,593,409 Class A common stock subject to possible redemption $ 175,693,636 |
Net income per share | Net income per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. 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 since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,946,731 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Non-redeemable common stock includes the Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Year Ended December 31, 2021 Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 4,718,886 $ 1,663,991 Denominator: Basic and diluted weighted average shares outstanding 12,860,378 4,534,875 Basic and diluted net income per common share $ 0.37 $ 0.37 |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31,2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 3 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging i.e. Fair Value Measurement Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement, respectively, in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“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” Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the 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 shares of Class A common stock reflected in condensed balance sheet | At December 31, 2021, the shares of redeemable Class A common stock reflected in the balance sheet were reconciled in the following table: Gross proceeds $ 175,693,636 Less: Proceeds allocated to the fair value of warrants (11,760,676) Class A common stock issuance costs and overallotment costs (3,832,731) Plus: Accretion of carrying value to redemption value 15,593,409 Class A common stock subject to possible redemption $ 175,693,636 |
Schedule of calculation of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Year Ended December 31, 2021 Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 4,718,886 $ 1,663,991 Denominator: Basic and diluted weighted average shares outstanding 12,860,378 4,534,875 Basic and diluted net income per common share $ 0.37 $ 0.37 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
Schedule of change in the fair value of the warrant liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, January 1, 2021 $ — Initial fair value of derivative warrant liabilities 11,760,676 Transfer of public warrants from Level 3 to Level 1 (11,372,486) Change in fair value of derivative warrant liabilities (206,062) Balance, December 31, 2021 $ 182,128 |
Schedule of private and public warrant at IPO date, and for private warrants of assumption to calculate fair value | December 31, 2021 May 7, 2021 Risk-free interest rate 0.32-1.26 % 0.8 % Expected life of grants 5.0 years 5.0 years Expected volatility of underlying stock 5.0-12.0 % 20 % Dividends 0 % 0 % Probability of Business Combination 80 % 80 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value | Description Level December 31, 2021 Assets: Marketable securities held in the Trust Account 1 $ 175,719,039 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 182,128 Warrant Liability – Public Warrants 1 $ 4,317,045 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of net deferred tax assets | For the Year Ended December 31, 2021 Deferred tax assets: Net operating losses $ 107,105 Unrealized gain on investments held in Trust account (1,603) Total deferred tax assets 105,502 Valuation Allowance (105,502) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | For the Year Ended December 31, 2021 Federal Current $ — Deferred (93,119) State and local Current — Deferred (12,383) Change in valuation allowance 105,502 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate to the effective tax rate | For the Year Ended For the Year Ended December 31, December 31, 2021 2021 U.S. federal statutory rate 1,340,404 21.0 % State tax, net of federal tax benefit 178,251 2.8 % Change in fair value of warrant liability (1,741,775) (27.3) % Warrant issuance costs 117,618 1.8 % Valuation allowance 105,502 1.7 % Income tax provision — — |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | May 12, 2021USD ($)shares | May 10, 2021USD ($)$ / sharesshares | May 07, 2021USD ($)$ / sharesshares | May 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||
Condition for future business combination number of businesses minimum | item | 1 | ||||
Sale of Units in the Initial Public Offering, net of underwriting discount | $ 171,366,206 | ||||
Initial public offering cost | $ 584,409 | ||||
Condition for future business combination use of proceeds percentage | 100 | ||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 100.00% | ||||
Months to complete acquisition | item | 12 | ||||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||||
Minimum net tangible assets upon redemption | 5,000,001 | ||||
Unsecured and noninterest bearing promissory note | 177,111 | ||||
Maturity Period Of U.S. Government Treasury Bills | 180 days | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants to the Sponsor | $ 327,430 | ||||
Founder Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units in the Initial Public Offering, net of underwriting discount | $ 25,000 | ||||
Shares subject to forfeiture | shares | 272,570 | ||||
Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | shares | 0.5 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 551,000 | 583,743 | |||
Price of warrant | $ / shares | $ 10 | $ 10 | |||
Sale of Private Placement Warrants to the Sponsor | $ 5,510,000 | $ 5,837,430 | |||
Private Placement Warrants | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 32,743 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units | shares | 16,000,000 | 17,309,719 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10.15 | ||
Sale of Units in the Initial Public Offering, net of underwriting discount | $ 160,000,000 | $ 173,100,000 | |||
Initial public offering cost | 7,000,000 | ||||
Deferred underwriting commissions | $ 5,192,916 | ||||
Offering costs | $ 584,295 | ||||
Sale of Private Placement Warrants to the Sponsor | $ 175,700,000 | ||||
Threshold percentage of public shares subject to redemption without company prior written consent | 15.00% | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | ||||
Additional Sponsor Unit | $ / shares | $ 0.20 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 1.00% | ||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||||
Initial Public Offering | Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs | $ 494,344 | ||||
Initial Public Offering | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | shares | 0.5 | ||||
Number of shares issuable per warrant | shares | 1 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 583,743 | ||||
Price of warrant | $ / shares | $ 10 | ||||
Sale of Private Placement Warrants to the Sponsor | $ 5,837,430 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units | shares | 1,309,719 | 2,400,000 | |||
Over-allotment option | Founder Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares no longer subject to forfeiture | shares | 327,430 | ||||
Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units | shares | 1,309,719 | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Purchase price, per unit | $ / shares | $ 10 | ||||
Number of shares in a unit | shares | 1 | 1 | 1 | ||
Number of warrants in a unit | shares | 0.5 | 1 | |||
Number of shares issuable per warrant | shares | 1 | ||||
Price per share | $ / shares | $ 11.50 | ||||
Class A Common Stock | Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares in a unit | shares | 1 | ||||
Class A Common Stock | Initial Public Offering | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||
Class A Common Stock | Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 13,097,190 | ||||
Offering costs | $ 130,972 | ||||
Class B Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||
Number of shares in a unit | shares | 13,098 | ||||
Stock issuance cost | $ 99,021 | ||||
Class B Common Stock | Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares in a unit | shares | 160,000 | ||||
Stock issuance cost | $ 1,209,600 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2020 | |
Annual gross revenue | $ 1,070,000,000 | ||
Exceeds amount of common stock held by non-affiliates | $ 700,000,000 | ||
Issuance of non-convertible debt securities | $ 1,000,000,000 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | 0 | |
U.S. federal statutory rate (in percentage) | 21.00% | ||
Initial classification of Class A Common Stock subject to possible redemption | $ 175,693,636 | ||
Federal depository insurance coverage | 250,000 | $ 250,000 | |
Initial Public Offering | |||
Offering costs | 584,295 | ||
Offering costs adjusted in additional paid-in capital | 6,923,888 | ||
Class B Common Stock | Initial Public Offering | |||
Offering costs, fair value | $ 1,837,821 | ||
Class A Common Stock | |||
Anti-dilutive securities attributable to warrants (in shares) | 8,946,731 | ||
Warrants | Initial Public Offering | |||
Offering costs | $ 494,344 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reconciliation Shares of Class A Common Stock Reflected in Condensed Balance Sheet (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Gross proceeds | $ 175,693,636 |
Less: Proceeds allocated to the fair value of warrants | (11,760,676) |
Less: Class A common stock issuance costs and overallotment costs | (3,832,731) |
Plus: Accretion of carrying value to redemption value | 15,593,409 |
Class A common stock subject to possible redemption | $ 175,693,636 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Income (Loss) per Common Share (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A Common Stock | |
Numerator: | |
Allocation of net income | $ | $ 4,718,886 |
Denominator: | |
Weighted average shares outstanding, Basic | shares | 12,860,378 |
Weighted average shares outstanding, Diluted | shares | 12,860,378 |
Net income per share, Basic | $ / shares | $ 0.37 |
Net income per share, Diluted | $ / shares | $ 0.37 |
Class B Common Stock | |
Numerator: | |
Allocation of net income | $ | $ 1,663,991 |
Denominator: | |
Weighted average shares outstanding, Basic | shares | 4,534,875 |
Weighted average shares outstanding, Diluted | shares | 4,534,875 |
Net income per share, Basic | $ / shares | $ 0.37 |
Net income per share, Diluted | $ / shares | $ 0.37 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | May 10, 2021 | May 07, 2021 | May 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 171,366,206 | |||
Exercise price of warrants | $ 11.50 | |||
Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units in Public Offering, less fair value of public warrants, net of offering costs (in shares) | 1,309,719 | |||
Purchase price, per unit | $ 10 | |||
Number of shares in a unit | 1 | 1 | 1 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Number of warrants in a unit | 0.5 | 1 | ||
Number of shares issuable per warrant | 1 | |||
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) | 16,000,000 | 17,309,719 | ||
Purchase price, per unit | $ 10 | $ 10 | $ 10.15 | |
Proceeds received from initial public offering, gross | $ 160,000,000 | $ 173,100,000 | ||
Initial Public Offering | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Public Warrants | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | May 12, 2021USD ($)shares | May 07, 2021USD ($)shares | May 04, 2021shares | Jan. 28, 2021USD ($)shares | Dec. 31, 2021USD ($)D$ / sharesshares | May 10, 2021shares |
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Underwriter for services | 160,000 | |||||
Stock issuance cost underwriter for services | $ | $ 1,209,600 | |||||
Stock issuance cost | $ | $ 99,021 | |||||
Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Founder Shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares surrender and cancelled | 1,150,000 | |||||
Number of shares transferred | 70,000 | |||||
Aggregate number of shares owned | 4,600,000 | |||||
Stock issuance cost | $ | $ 99,021 | |||||
Percentage of stock held by initial stockholder agreed not to transfer, assign or sell | 50.00% | |||||
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) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Percentage of stock that can be transfer after the date of business combination | 50.00% | |||||
Shares issued to underwriters for services | 13,098 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issuance cost | $ | $ 529,200 | |||||
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 surrender and cancelled | 1,150,000 | |||||
Number of shares transferred | 70,000 | |||||
Aggregate number of shares owned | 4,530,000 | |||||
Shares subject to forfeiture | 600,000 | |||||
Initial Public Offering | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issuance cost | $ | $ 1,209,600 | |||||
Over-allotment option | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Shares no longer subject to forfeiture | 272,570 | 272,570 | ||||
Over-allotment option | Founder Shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 600,000 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Private Placement (Details) - USD ($) | May 10, 2021 | May 07, 2021 | May 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Return On Funds To The Sponsor | $ 124,289 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 551,000 | 583,743 | |||
Price of warrants | $ 10 | $ 10 | |||
Aggregate purchase price | $ 5,510,000 | $ 5,837,430 | |||
Return On Funds To The Sponsor | $ 124,289 | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 327,430 | ||||
Sponsor | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 32,743 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 583,743 | ||||
Price of warrants | $ 10 | ||||
Aggregate purchase price | $ 5,837,430 | ||||
Restrictions on transfer period of time after business combination completion | 30 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jan. 29, 2021 | |
Related Party Transaction [Line Items] | ||
Proceeds from promissory note - related party | $ 177,111 | |
Repayment of promissory note - related party | 177,111 | |
Amount to be deposited in the trust account | $ 1,730,974 | |
Amount to be deposited in the trust account per share | $ 0.10 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Proceeds from promissory note - related party | $ 177,111 | |
Outstanding balance of related party note | 0 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Repayment of promissory note - related party | $ 1,500,000 | |
Purchase price, per unit | $ 10 | |
Related Party Loans | Working capital loans | ||
Related Party Transaction [Line Items] | ||
Borrowings from related party | $ 0 | |
Over-allotment option | ||
Related Party Transaction [Line Items] | ||
Amount to be deposited in the trust account | $ 3,461,948 | |
Over-allotment option is exercised | $ 0.20 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | May 12, 2021 | May 07, 2021 | May 31, 2021 | Dec. 31, 2021 | May 10, 2021 |
Loss Contingencies [Line Items] | |||||
Underwriter option period | 45 days | ||||
Cash underwriting discount | $ 1,730,972 | ||||
Deferred underwriting fee | $ 5,192,916 | ||||
Over allotment liability | $ 162,847 | ||||
Initial Public Offering | |||||
Loss Contingencies [Line Items] | |||||
Sale of Units | 16,000,000 | 17,309,719 | |||
Percentage of cash underwriting discount | 1.00% | ||||
Underwriting Fee Percentage | 3.00% | ||||
Over-allotment option | |||||
Loss Contingencies [Line Items] | |||||
Sale of Units | 1,309,719 | 2,400,000 | |||
Additional Units Issued Shares | 32,743 | ||||
Over allotment liability | $ 59,141 | ||||
Founder Shares | Over-allotment option | |||||
Loss Contingencies [Line Items] | |||||
Shares no longer subject to forfeiture | 272,570 | 272,570 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2021D$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Maximum period after business combination in which to file registration statement | 60 days |
Public Warrants expiration term | 5 years |
Exercise price of warrants | $ 11.50 |
Percentage of gross proceeds on total equity proceeds | 60 |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Threshold issue price per share | $ 9.20 |
Threshold trading days determining volume weighted average price | 20 days |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 291,872 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 8,654,860 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
WARRANTS - Change in the Fair V
WARRANTS - Change in the Fair Value of the Warrants Liabilities (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, January 1, 2021 | $ 0 |
Initial fair value of derivative warrant liabilities | 11,760,676 |
Transfer of public warrants from Level 3 to Level 1 | (11,372,486) |
Change in fair value of derivative warrant liabilities | (206,062) |
Balance, December 31, 2021 | $ 182,128 |
WARRANTS - Level 3 Fair Value M
WARRANTS - Level 3 Fair Value Measurement Inputs (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($) | May 07, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warranty liability | $ 4,499,173 | |
Gain\loss on change in fair value of derivative liabilities | $ (7,261,503) | |
Risk-free interest rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.8 | |
Risk-free interest rate | Level 3 | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.32 | |
Risk-free interest rate | Level 3 | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.26 | |
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 |
Expected volatility of underlying stock | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 20 | |
Expected volatility of underlying stock | Level 3 | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | |
Expected volatility of underlying stock | Level 3 | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 12 | |
Dividends | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Probability of Business Combination | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 80 | 80 |
STOCKHOLDER'S EQUITY - Common S
STOCKHOLDER'S EQUITY - Common Stock Shares (Details) | May 04, 2021shares | Dec. 31, 2021Vote$ / sharesshares | May 10, 2021$ / shares |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 100,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 583,723 | ||
Common shares, shares outstanding (in shares) | 583,723 | ||
Temporary equity | 17,893,462 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 10,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 4,500,528 | ||
Common shares, shares outstanding (in shares) | 4,500,528 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Class B Common Stock | Founder Shares | |||
Class of Stock [Line Items] | |||
Number of shares surrender and cancelled | 1,150,000 | ||
Aggregate number of shares owned | 4,600,000 | ||
Number of shares transferred | 70,000 | ||
Class B Common Stock | Sponsor | |||
Class of Stock [Line Items] | |||
Common shares, shares issued (in shares) | 4,500,528 | ||
Common shares, shares outstanding (in shares) | 4,500,528 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Class B Common Stock | Sponsor | Founder Shares | |||
Class of Stock [Line Items] | |||
Number of shares surrender and cancelled | 1,150,000 | ||
Aggregate number of shares owned | 4,530,000 | ||
Shares subject to forfeiture | 600,000 | ||
Number of shares transferred | 70,000 | ||
Class B Common Stock | Over-allotment option | Founder Shares | |||
Class of Stock [Line Items] | |||
Shares subject to forfeiture | 600,000 | ||
Common stock subject to redemption | |||
Class of Stock [Line Items] | |||
Temporary equity | 17,309,739 |
STOCKHOLDER'S EQUITY - Preferre
STOCKHOLDER'S EQUITY - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
STOCKHOLDER'S EQUITY | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | May 10, 2021 | May 07, 2021 | Dec. 31, 2021 |
Assets: | |||
Marketable securities held in the Trust Account | $ 175,719,039 | ||
Liabilities: | |||
Warranty liability | 4,499,173 | ||
Warrants | |||
Liabilities: | |||
Number of warrants in a unit | 0.5 | ||
Private Placement Warrants | |||
Liabilities: | |||
Warranty liability | 182,128 | ||
Public Warrants | |||
Liabilities: | |||
Warranty liability | 4,317,044 | ||
Level 1 | |||
Assets: | |||
Marketable securities held in the Trust Account | 175,719,039 | ||
Level 1 | Public Warrants | |||
Liabilities: | |||
Warranty liability | 4,317,045 | ||
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Warranty liability | $ 182,128 | ||
Class A Common Stock | |||
Liabilities: | |||
Number of shares in a unit | 1 | 1 | 1 |
Number of warrants in a unit | 0.5 | 1 |
INCOME TAXES - Net deferred tax
INCOME TAXES - Net deferred tax assets (Details) | Dec. 31, 2021USD ($) |
Deferred tax assets: | |
Net operating losses | $ 107,105 |
Unrealized Gain On Investments Held In Trust Account | (1,603) |
Total deferred tax assets | 105,502 |
Valuation allowance | $ (105,502) |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Deferred | $ (93,119) |
State and local | |
Deferred | (12,383) |
Change in valuation allowance | $ 105,502 |
INCOME TAXES - Operating loss c
INCOME TAXES - Operating loss carryovers (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Change in the valuation allowance | $ 105,502 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryovers | 450,159 |
State | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryovers | $ 450,159 |
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, 2021USD ($) | |
Income Taxes | |
U.S. federal statutory rate | $ 1,340,404 |
State tax, net of federal tax benefit | 178,251 |
Change in fair value of warrant liability | (1,741,775) |
Warrant issuance costs | 117,618 |
Change in valuation allowance | $ 105,502 |
U.S. federal statutory rate (in percentage) | 21.00% |
State tax, net of federal tax benefit (in percentage) | 2.80% |
Change in fair value of warrant liability (in percentage) | (27.30%) |
Warrant issuance costs (in percentage) | 1.80% |
Valuation allowance (in percentage) | 1.70% |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
statutory tax rate | 21.00% |