Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Shelter Acquisition Corp I | ||
Trading Symbol | SHQA | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 215,662,959.12 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001844908 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-40567 | ||
Entity Tax Identification Number | 86-1273121 | ||
Entity Address, Address Line One | 6 Midland Street #1726 | ||
Entity Address, City or Town | Quogue | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11959 | ||
City Area Code | (631) | ||
Local Phone Number | 553-2164 | ||
Title of 12(b) Security | Class A common stock included as part of the units | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 22,164,744 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,541,186 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 905,106 | |
Prepaid expenses | 203,507 | |
Total current assets | 1,108,613 | |
Prepaid expenses, non-current | 90,799 | |
Investments in Trust Account | 221,654,793 | |
Deferred offering costs | 49,030 | |
Total Assets | 222,854,205 | 49,030 |
Current liabilities: | ||
Accounts payable and accrued expenses | 602,636 | 25,000 |
Franchise tax payable | 200,050 | |
Total current liabilities | 802,686 | 25,000 |
Derivative warrant liabilities | 9,613,295 | |
Deferred underwriters’ discount | 7,757,660 | |
Total Liabilities | 18,173,641 | 25,000 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 22,164,744 shares and no shares issued and outstanding as of December 31, 2021 and 2020, respectively | 221,647,440 | |
Stockholders’ (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 5,541,186 shares and 5,750,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 554 | 575 |
Additional paid-in capital | 24,425 | |
Accumulated deficit | (16,967,430) | (970) |
Total Stockholders’ (Deficit) Equity | (16,966,876) | 24,030 |
Total Liabilities and Stockholders’ (Deficit) Equity | $ 222,854,205 | $ 49,030 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Class A common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock shares authorized | 500,000,000 | 500,000,000 |
Class A common stock shares issued | 22,164,744 | 22,164,744 |
Class A common stock outstanding | 0 | 0 |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating expenses | ||
General and administrative expenses | $ (970) | $ 918,124 |
Franchise tax expense | 200,050 | |
Loss from operations | (970) | (1,118,174) |
Other income (expense): | ||
Income from investments held in Trust Account | 7,353 | |
Other expense relating to fair value exceeding amount paid for warrants | (387,728) | |
Offering costs allocable to warrants | (703,509) | |
Change in fair value of derivative warrant liabilities | 9,138,360 | |
Total other income, net | 8,054,476 | |
Net income (loss) | $ (970) | $ 6,936,302 |
Weighted average shares outstanding, Class A redeemable common stock (in Shares) | 10,980,840 | |
Basic net income per share, Class A redeemable common stock (in Dollars per share) | $ 0.43 | |
Weighted average shares outstanding, Class B non-redeemable common stock (in Shares) | 5,000,000 | 5,252,059 |
Basic net income (loss) per share, Class B non-redeemable common stock (in Dollars per share) | $ 0 | $ 0.43 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 10, 2020 | |||||
Balance (in Shares) at Dec. 10, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 575 | 24,425 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 5,750,000 | ||||
Net income (loss) | (970) | (970) | |||
Balance at Dec. 31, 2020 | $ 575 | 24,425 | (970) | 24,030 | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | ||||
Sale of 20,000,000 Units on July 2, 2021 through public offering | $ 2,000 | 2,000 | |||
Sale of 20,000,000 Units on July 2, 2021 through public offering (in Shares) | 20,000,000 | ||||
Sale of 2,164,744 Units on July 14, 2021, through overallotment | $ 216 | 216 | |||
Sale of 2,164,744 Units on July 14, 2021, through overallotment (in Shares) | 2,164,744 | ||||
Class A common stock subject to possible redemption | $ (2,216) | (2,216) | |||
Class A common stock subject to possible redemption (in Shares) | (22,164,744) | ||||
Class B common stock forfeited | $ (21) | 21 | |||
Class B common stock forfeited (in Shares) | (208,814) | ||||
Accretion of the Class A common stock to redemption value | (24,446) | (23,902,762) | (23,927,208) | ||
Net income (loss) | 6,936,302 | 6,936,302 | |||
Balance at Dec. 31, 2021 | $ 554 | $ (16,967,430) | $ (16,966,876) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,541,186 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Equity (Deficit) (Parentheticals) - shares | Jul. 14, 2021 | Jul. 02, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Sale of units public offering | 20,000,000 | |
Sale of units overallotment | 2,164,744 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (970) | $ 6,936,302 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income from investments held in Trust Account | (7,353) | |
Formation cost paid by Sponsor in exchange for issuance of Class B common stock | 970 | |
Other expense relating to fair value exceeding amount paid for warrants | 387,728 | |
Change in fair value of derivative warrant liabilities | (9,138,360) | |
Offering costs allocated to warrants | 703,509 | |
Changes in current assets and liabilities: | ||
Prepaid expenses | (294,306) | |
Accounts payable and accrued expenses | 507,636 | |
Franchise tax payable | 200,050 | |
Net cash used in operating activities | (704,794) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (221,647,440) | |
Net cash used in investing activities | (221,647,440) | |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of costs | 217,214,490 | |
Proceeds from private placement | 6,682,950 | |
Proceeds from issuance of promissory note to related party | 240,000 | |
Repayment of promissory note to related party | (240,000) | |
Payment of deferred offering costs | (640,100) | |
Net cash used in financing activities | 223,257,340 | |
Net change in cash | 905,106 | |
Cash, beginning of the period | ||
Cash, end of the period | 905,106 | |
Supplemental disclosure of cash flow information: | ||
Deferred underwriting commissions charged to additional paid in capital | 7,757,660 | |
Initial classification of derivative warrant liabilities | 18,751,655 | |
Forfeiture of Class B common stock | 21 | |
Deferred Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 24,030 | |
Accrued deferred offering costs | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Shelter Acquisition Corporation I (the “Company”) is a blank check company incorporated as a Delaware corporation on December 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Shelter Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, however, the Company intends to concentrate on identifying businesses that provide technologically innovative solutions to the real estate industry, broadly defined as “PropTech.” As of December 31, 2021, the Company had not commenced any operations. All activity for the period from December 11, 2020 (inception) through December 31, 2021, relates to the Company’s formation and its initial public offering (the “Initial Public Offering”) as described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 29, 2021. On July 2, 2021, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A common stock” and shares thereof sold in the Initial Public Offering, “Public Shares”), and one-half of one redeemable warrant of the Company (“Public Warrant”), each whole Public Warrant exercisable into one share of Class A common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000, which is discussed in Note 3. Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the sale of 6,250,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, in a private placement (the “Private Placement”) generating gross proceeds of $6,250,000, which is discussed in Note 4. On July 14, 2021, the Company issued an additional 2,164,744 Units in connection with the partial exercise by the underwriters of their over-allotment option, generating gross proceeds of $21,647,440, which is discussed in Note 3. Simultaneously with the closing of the underwriters’ partial exercise of the over-allotment option, the Company sold an additional 432,949 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Sponsor in a private placement (together with the Private Placement, the “Private Placements”) generating gross proceeds of $432,949, which is discussed in Note 4. Transaction costs of the Initial Public Offering amounted to $12,949,739, consisting of $4,432,949 of underwriting discount, $7,757,660 of deferred underwriting discount and $759,130 of other offering costs. Of the transaction costs upon the closing of the Initial Public Offering and the underwriters’ partial exercise of the over-allotment option, the Company recorded $12,246,237 of offering costs as a reduction of equity in connection with the Class A common stock included in the Units, and immediately expensed $703,509 of offering costs in connection with the warrants that were classified as liabilities. Following the closing of the Initial Public Offering on July 2, 2021, and the partial exercise of the over-allotment option on July 14, 2021, a total of $221,647,440 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and pursuant to the partial exercise of the over-allotment option, together with certain of the proceeds from the sale of the Private Placement Warrants in the Private Placements, was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of a Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the Public Shares if the Company is unable to complete a Business Combination within 18 months of the closing of the Initial Public Offering. 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 holders of Public Shares (“public stockholders”). The Company will provide its public 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. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem all or a portion of their Public Shares upon the completion of a Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The Company will have only 18 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. 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 not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers, directors and certain stockholders of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to: (i) waive their redemption rights with respect to any founder shares (as defined below) and Public Shares held by them, as applicable, in connection with the completion of a Business Combination, (ii) waive their redemption rights with respect to any founder shares and Public Shares held by them, as applicable, in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete a Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete a Business Combination within the Combination Period. If the Company submits a Business Combination to the public stockholders for a vote, the Sponsor, officers, directors and certain stockholders have agreed to vote any founder shares and any Public Shares held by them in favor of a Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 205-40, “Presentation of Financial Statements – Going Concern (Subtopic 205-40),” the Company has until January 2, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 2, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in 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 Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of warrant liabilities. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts, and management believes it is not exposed to significant risk on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurement Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—” Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, of the $12,949,739 transaction costs upon the closing of the Initial Public Offering and the underwriters’ partial exercise of the over-allotment option (consisting of $4,432,949 of underwriters’ discount, $7,757,660 of deferred underwriters’ discount and $759,130 of other offering costs), the Company recorded $12,246,230 of offering costs as a reduction of equity in connection with the Class A common stock included in the Units, and immediately expensed $703,509 of offering costs in connection with the warrants that were classified as liabilities. Class A Common Stock Subject to Possible Redemption All of the 22,164,744 Class A common stock sold as part of the Units in the Initial Public Offering 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 Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent 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 at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounts for the 17,765,321 warrants issued in connection with the Initial Public Offering (including the partial exercise of the underwriters’ over-allotment option) and Private Placements as derivative liabilities in accordance with the guidance contained in ASC 815. Accordingly, the Company classifies the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value of Private Placement Warrants are estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Net Income Per Share of Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 17,765,321 shares of common stock issuable upon the exercise of the Company’s outstanding warrants were excluded from diluted earnings per share for the year ended December 31, 2021 and 2020, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Year Ended December 31, 2021 For Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 4,692,102 $ 2,244,200 $ — $ (970 ) Denominator: Weighted average shares outstanding 10,980,840 5,252,059 — 5,000,000 Basic and diluted net income (loss) per share $ 0.43 $ 0.43 $ — $ (0.00 ) Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Deferred tax assets as of December 31, 2021, were deemed immaterial. ASC 740 prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2022 (early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On July 2, 2021, Company consummated its Initial Public Offering of 20,000,000 “Units”. Each Unit consists of one share of Class A common stock and one-half of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000. On July 14, 2021, the Company issued an additional 2,164,744 Units in connection with the partial exercise by the underwriters of their over-allotment option, generating gross proceeds of $21,647,440. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On December 18, 2020, the Sponsor paid $25,000 to cover certain offering costs in consideration for the issuance of 5,750,000 shares of Class B common stock, par value $0.001 per share, of the Company (“founder shares”). The number of founder shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the Initial Public Offering. Up to 750,000 of the founder shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. As a result of the underwriters’ election to partially exercise their over-allotment option, 208,814 founder shares were forfeited for no consideration on August 13, 2021, resulting in 5,541,186 founder shares outstanding. In February 2021, the Sponsor transferred 30,000 founder shares to each of the Company’s independent directors (except David Panton) and 15,000 founder shares to each of the Company’s advisors (except Matthew Wolpert and Jennifer Fuller) for per share consideration equal to the amount paid by the Sponsor to the Company for each founder share. Pursuant to the terms of the agreements governing these transfers, if the transferee ceases to serve as a director or advisor (as the case may be) of the Company prior to the completion of the Company’s initial Business Combination, the Sponsor has the option to repurchase the founder shares from such transferee for the same per share consideration paid by the transferee for the initial transfer. The Sponsor’s option to repurchase the founder shares shall expire upon the consummation of the Company’s initial Business Combination. The sale of the founders shares to the Company’s directors and advisors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the shares sold to the Company’s directors and advisors was $366,188 or approximately $1.53 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founders shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the founder shares. With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $6,250,000. Simultaneously with the closing of the underwriters’ partial exercise of the over-allotment option, the Sponsor purchased an additional 432,949 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $432,949. The Private Placement Warrants are non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a “cashless basis”. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Related Party Loans The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. The Company borrowed $240,000 under the Promissory Note and repaid it in full upon the closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the funds held outside the Trust Account to repay such Working Capital Loans but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. As of December 31, 2021 and 2020, no Working Capital Loans were outstanding. Administrative Support Agreement The Company has agreed to pay the Sponsor or one or more of its affiliates, commencing on the date of the final prospectus for the Company’s Initial Public Offering, a total of $20,000 per month for office space and administrative and support services. Payments for such services began on June 29, 2021. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 the company incurred and paid $121,333 in fees for these services. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, the holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred with the filing of any such registration statements. Underwriting Agreement On July 2, 2021, the Company paid a fixed underwriting discount of $4,000,000, which was calculated as two percent (2%) of the gross proceeds of the Initial Public Offering. On July 14, 2021, the underwriters partially executed their over-allotment option to purchase an additional 2,164,744 Units at a price of $10.00 per Unit, and were paid a fixed underwriting discount of $432,949. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering and over-allotment held in the Trust Account, or $7,757,660, upon the completion of the Company’s initial Business Combination. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 6. DERIVATIVE WARRANT LIABILITIES The Company accounted for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, and as such, the warrants must be recorded as derivative liabilities. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. Each whole warrant entitles the registered holder to purchase one share of the Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the effective date of the registration statement for the Initial Public Offering and 30 days after the completion of a Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant 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 warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; ● if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock. If the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued. Redemption Procedures and Cashless Exercise. |
Class A Common Stock Subject To
Class A Common Stock Subject To Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION All of the 22,164,744 shares of Class A common stock sold as part of the Units in the Initial Public Offering 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 Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A common stock was classified as temporary equity is the allocated proceeds based on the guidance in ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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 recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book 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 and accumulated deficit. As of December 31, 2021, the Class A common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from Initial Public Offering $ 221,647,440 Less: Proceeds allocated to Public Warrants (11,680,978 ) Class A shares issuance costs (12,246,230 ) Plus: Accretion of carrying value to redemption value 23,927,208 Class A common stock subject to possible redemption $ 221,647,440 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A common stock Class B common stock The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination in consideration for such seller’s interest in the Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company. Holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets as of December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 40,466 $ — Startup costs 192,806 — Total deferred tax assets 233,272 — Valuation allowance (233,272 ) — Deferred tax assets $ — $ — The income tax provision for the year ended December 31, 2021, and for the period from December 11, 2020 (inception) through December 31, 2020, consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (233,272 ) — State and Local Current — — Deferred — — Change in valuation allowance 233,272 — Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $192,697 and $0 of U.S. federal net operating loss carryovers available to offset future taxable income indefinitely, respectively. 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 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 $233,272. A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 and 2020, is as follows: December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % Offering costs allocated to warrant liabilities 2.1 % 0.0 % Change in fair value of warrant liabilities (27.7 )% 0.0 % Fair value of private warrant liability in excess of proceeds 1.2 % — % Valuation allowance 3.4 % (21.0 )% Income tax provision 0.0 % 0.0 % The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2021 and 2020, 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 liabilities and the offering costs allocated to warrant liabilities. 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 for the years ended December 31, 2021 and 2020 remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s asset and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description December 31, Quoted Significant Significant Asset: Investments held in Trust Account $ 221,654,793 $ 221,654,793 $ — $ — Liabilities: Derivative warrant liabilities - Private Placement Warrants 3,629,922 — — 3,629,922 Derivative warrant liabilities - Public Warrants 5,983,373 5,983,373 — — $ 9,613,295 $ 5,983,373 $ — $ 3,629,922 The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. 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 warrants in the statements of operations. Initial Measurement The Company established the initial fair value of the Public Warrants and Private Placement Warrants on July 2, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Public Warrants and Private Placement Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: Risk-free interest rate 0.98 % Expected term (years) 5.71 Expected volatility 19.0 % Stock price $ 9.47 Strike price $ 11.50 Subsequent Measurement The warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2021, is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2021, the aggregate value of Public Warrants was $5,983,373. The subsequent measurement of the Private Placement Warrants was calculated using a Monte Carlo simulation model which is considered a Level 3 measurement. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows as of December 31, 2021: Risk-free interest rate 1.32 % Expected term (years) 5.70 Expected volatility 10.0 % Stock price $ 9.73 Strike price $ 11.50 The following table sets forth a summary of the changes in the fair value of the Level 3 liability for the year ended December 31, 2021: Warrant Fair value as of December 31, 2020 $ — Initial fair value of warrant liabilities as of July 2, 2021 17,152,751 Fair value as of July 14, 2021 – overallotment 1,598,904 Transfer out of Level 3 to Level 1 on December 31, 2021 (5,983,373 ) Change in fair value (9,138,360 ) Fair value as of December 31, 2021 $ 3,629,922 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in 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 Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of warrant liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts, and management believes it is not exposed to significant risk on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—” Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, of the $12,949,739 transaction costs upon the closing of the Initial Public Offering and the underwriters’ partial exercise of the over-allotment option (consisting of $4,432,949 of underwriters’ discount, $7,757,660 of deferred underwriters’ discount and $759,130 of other offering costs), the Company recorded $12,246,230 of offering costs as a reduction of equity in connection with the Class A common stock included in the Units, and immediately expensed $703,509 of offering costs in connection with the warrants that were classified as liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 22,164,744 Class A common stock sold as part of the Units in the Initial Public Offering 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 Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent 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 at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounts for the 17,765,321 warrants issued in connection with the Initial Public Offering (including the partial exercise of the underwriters’ over-allotment option) and Private Placements as derivative liabilities in accordance with the guidance contained in ASC 815. Accordingly, the Company classifies the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value of Private Placement Warrants are estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 17,765,321 shares of common stock issuable upon the exercise of the Company’s outstanding warrants were excluded from diluted earnings per share for the year ended December 31, 2021 and 2020, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Year Ended December 31, 2021 For Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 4,692,102 $ 2,244,200 $ — $ (970 ) Denominator: Weighted average shares outstanding 10,980,840 5,252,059 — 5,000,000 Basic and diluted net income (loss) per share $ 0.43 $ 0.43 $ — $ (0.00 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Deferred tax assets as of December 31, 2021, were deemed immaterial. ASC 740 prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2022 (early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of compute basic and diluted net income per share for each class of common stock | For the Year Ended December 31, 2021 For Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 4,692,102 $ 2,244,200 $ — $ (970 ) Denominator: Weighted average shares outstanding 10,980,840 5,252,059 — 5,000,000 Basic and diluted net income (loss) per share $ 0.43 $ 0.43 $ — $ (0.00 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject To Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | |
Schedule of common stock reflected on the balance sheet | Gross proceeds from Initial Public Offering $ 221,647,440 Less: Proceeds allocated to Public Warrants (11,680,978 ) Class A shares issuance costs (12,246,230 ) Plus: Accretion of carrying value to redemption value 23,927,208 Class A common stock subject to possible redemption $ 221,647,440 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 40,466 $ — Startup costs 192,806 — Total deferred tax assets 233,272 — Valuation allowance (233,272 ) — Deferred tax assets $ — $ — |
Schedule of income tax provision | December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (233,272 ) — State and Local Current — — Deferred — — Change in valuation allowance 233,272 — Income tax provision $ — $ — |
Schedule of reconciliation of the federal income tax rate | December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % Offering costs allocated to warrant liabilities 2.1 % 0.0 % Change in fair value of warrant liabilities (27.7 )% 0.0 % Fair value of private warrant liability in excess of proceeds 1.2 % — % Valuation allowance 3.4 % (21.0 )% Income tax provision 0.0 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of asset and liabilities that were measured at fair value on a recurring basis | Description December 31, Quoted Significant Significant Asset: Investments held in Trust Account $ 221,654,793 $ 221,654,793 $ — $ — Liabilities: Derivative warrant liabilities - Private Placement Warrants 3,629,922 — — 3,629,922 Derivative warrant liabilities - Public Warrants 5,983,373 5,983,373 — — $ 9,613,295 $ 5,983,373 $ — $ 3,629,922 |
Schedule of key inputs into the monte carlo simulation model for the public and private placement warrant | Risk-free interest rate 0.98 % Expected term (years) 5.71 Expected volatility 19.0 % Stock price $ 9.47 Strike price $ 11.50 Risk-free interest rate 1.32 % Expected term (years) 5.70 Expected volatility 10.0 % Stock price $ 9.73 Strike price $ 11.50 |
Schedule of fair value of the warrant liability | Warrant Fair value as of December 31, 2020 $ — Initial fair value of warrant liabilities as of July 2, 2021 17,152,751 Fair value as of July 14, 2021 – overallotment 1,598,904 Transfer out of Level 3 to Level 1 on December 31, 2021 (5,983,373 ) Change in fair value (9,138,360 ) Fair value as of December 31, 2021 $ 3,629,922 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Jul. 14, 2021 | Jul. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 22,164,744 | |||
Gross proceeds | $ (12,246,230) | |||
Additional shares purchased | $ 2,164,744 | |||
Issuance of private placement | 6,682,950 | |||
Underwriting discount | $ 4,000,000 | |||
Deferred underwriting discount | 7,757,660 | |||
Other Offering Cost | 759,130 | |||
Offering costs | 12,246,237 | |||
Offering costs | $ 703,509 | |||
Business combination proposed initial public offerings description | the closing of the Initial Public Offering on July 2, 2021, and the partial exercise of the over-allotment option on July 14, 2021, a total of $221,647,440 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and pursuant to the partial exercise of the over-allotment option, together with certain of the proceeds from the sale of the Private Placement Warrants in the Private Placements, was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of a Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the Public Shares if the Company is unable to complete a Business Combination within 18 months of the closing of the Initial Public Offering. 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 holders of Public Shares (“public stockholders”). | |||
Dissolution expenses | $ 100,000 | |||
Per units (in Dollars per share) | $ 10 | |||
Reductions value (in Dollars per share) | $ 10 | |||
Business Combination [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Business combination percentage of public shares | 100.00% | |||
IPO [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 20,000,000 | |||
Gross proceeds | $ 6,250,000 | |||
Transaction cost | 12,949,739 | |||
Underwriting discount | $ 4,432,949 | |||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 6,250,000 | |||
Per share (in Dollars per share) | $ 1 | |||
Additional shares purchased | $ 432,949 | |||
Price per share (in Dollars per share) | $ 1 | |||
Issuance of private placement | $ 432,949 | |||
Per units (in Dollars per share) | 9.73 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 21,647,440 | |||
Additional shares purchased | $ 2,164,744 | |||
Class A Common Stock [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 20,000,000 | |||
Per share (in Dollars per share) | $ 10 | $ 11.5 | ||
Exercise price per share (in Dollars per share) | $ 11.5 | |||
Gross proceeds | $ 200,000,000 | |||
Offering costs | $ 12,246,230 | |||
Per units (in Dollars per share) | $ 12 | |||
Class A Common Stock [Member] | IPO [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Per share (in Dollars per share) | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Underwriters’ discount | 4,432,949 |
Deferred underwriters’ discount | 7,757,660 |
Other offering costs | 759,130 |
Offering costs | $ 703,509 |
Warrants issued (in Shares) | shares | 17,765,321 |
Shares of common stock issuable (in Shares) | shares | 17,765,321 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Transaction costs | $ 12,949,739 |
Sale of common stock (in Shares) | shares | 22,164,744 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ 12,246,230 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of compute basic and diluted net income per share for each class of common stock - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 4,692,102 | |
Denominator: | ||
Weighted average shares outstanding | 10,980,840 | |
Basic and diluted net income (loss) per share | $ 0.43 | |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (970) | $ 2,244,200 |
Denominator: | ||
Weighted average shares outstanding | 5,000,000 | 5,252,059 |
Basic and diluted net income (loss) per share | $ 0 | $ 0.43 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 14, 2021 | Jul. 02, 2021 | Dec. 31, 2021 |
Initial Public Offering (Details) [Line Items] | |||
Initial public offering units (in Shares) | 22,164,744 | ||
Additional shares issued | $ 2,164,744 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Additional shares issued | 2,164,744 | ||
Gross proceeds | $ 21,647,440 | ||
Class A Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering units (in Shares) | 20,000,000 | ||
Public units description | Each Unit consists of one share of Class A common stock and one-half of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000. | ||
Gross proceeds | $ 200,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 13, 2021 | Feb. 21, 2021 | Dec. 18, 2020 | Dec. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Sponsor payments | $ 25,000 | |||
Common stock shares consideration | 5,750,000 | |||
Shares exercised | 23,000,000 | |||
Transferred Amount | $ 30,000 | |||
Price per share | $ 10 | |||
Sponsor purchased | 432,949 | |||
Warrants price, per share | $ 1 | |||
Sponsor loan | $ 300,000 | |||
Promissory note | 240,000 | |||
Office space | 20,000 | |||
Services fees paid | $ 121,333 | |||
Working Capital Loans [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Warrants price, per share | $ 1 | |||
Working capital loans | $ 1,500,000 | |||
Private Placement [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Price per share | $ 9.73 | |||
Sponsor purchased | 6,250,000 | |||
Warrants price, per share | $ 1 | |||
Total proceeds | 6,250,000 | |||
Gross proceeds | 432,949 | |||
Class B Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock par value | $ 0.001 | |||
Founder Shares | ||||
Related Party Transactions (Details) [Line Items] | ||||
Percentage of issued and outstanding stock | 20.00% | |||
Founder shares | 750,000 | |||
Forfeited founder shares | 208,814 | |||
Founder shares outstanding | 5,541,186 | |||
Transferred Amount | 15,000 | |||
Fair value of shares | $ 366,188 | |||
Per share | $ 1.53 | |||
Class A Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Price per share | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 14, 2021 | Jul. 02, 2021 | Dec. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting discount | $ 4,000,000 | ||
Underwriting discount percentage | 2.00% | ||
Fixed underwriting discount | $ 432,949 | ||
Deferred underwriting discount | 3.50% | ||
Deferred underwriting fee | $ 7,757,660 | ||
Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Additional purchase of shares (in Shares) | 2,164,744 | ||
Price per unit (in Dollars per share) | $ 10 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Jul. 02, 2021 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Expire term | 5 years | |
Warrant exercise price | $11.50 | |
Warrant description | Redemption Procedures and Cashless Exercise. If the Company calls the warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering warrants in exchange for a number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of (a) the number of shares of Class A common stock underlying the warrants and (b) the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) such fair market value and (B) the product of the number of warrants surrendered and 0.361, subject to adjustment. The fair market value means the volume weighted average price of Class A common stock as reported during the ten-trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights | |
Business Combination [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |
Class A Common Stock [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Common stock price per share | $ 11.5 | $ 10 |
Redemption trigger price per share | $ 18 | |
Class A common stock equals or exceeds $18.00 [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant exercise price | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. | |
Class A common stock equals or exceeds $10.00 [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant exercise price | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may call the Public Warrants for redemption: ●in whole and not in part; ●at a price of $0.10 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; ●if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ●if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock. |
Class A Common Stock Subject _3
Class A Common Stock Subject To Possible Redemption (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Class A Common Stock Subject To Possible Redemption [Abstract] | |
Issuance of common stock | 22,164,744 |
Class A Common Stock Subject _4
Class A Common Stock Subject To Possible Redemption (Details) - Schedule of common stock reflected on the balance sheet | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of common stock reflected on the balance sheet [Abstract] | |
Gross proceeds from Initial Public Offering | $ 221,647,440 |
Less: | |
Proceeds allocated to Public Warrants | (11,680,978) |
Class A shares issuance costs | (12,246,230) |
Plus: | |
Accretion of carrying value to redemption value | 23,927,208 |
Class A common stock subject to possible redemption | $ 221,647,440 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Shares authorized | 500,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | |
Common stock, voting rights | Holders of Class A common stock are entitled to one vote for each share. | |
Shares issued | 22,164,744 | |
Shares outstanding | 22,164,744 | |
Common stock subject to possible redemption | 22,164,744 | |
Class B Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Shares authorized | 50,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | |
Shares outstanding | 5,750,000 | |
Common stock, shares issued | 5,541,186 | |
Common stock outstanding, percentage | 20.00% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal and state net operating loss | $ 0 | $ 192,697 |
Change in the valuation allowance | $233,272 | |
Statutory tax rate | 21.00% | 21.00% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforward | $ 40,466 | |
Startup costs | 192,806 | |
Total deferred tax assets | 233,272 | |
Valuation allowance | (233,272) | |
Deferred tax assets |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Current | ||
Deferred | (233,272) | |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | 233,272 | |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of the federal income tax rate | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of reconciliation of the federal income tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Offering costs allocated to warrant liabilities | 0.00% | 2.10% |
Change in fair value of warrant liabilities | 0.00% | (27.70%) |
Fair value of private warrant liability in excess of proceeds | 1.20% | |
Valuation allowance | (21.00%) | 3.40% |
Income tax provision | 0.00% | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Aggregate value of public warrants | $ 5,983,373 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of asset and liabilities that were measured at fair value on a recurring basis | Dec. 31, 2021USD ($) |
Asset: | |
Investments held in Trust Account | $ 221,654,793 |
Liabilities: | |
Derivative warrant liabilities | 9,613,295 |
Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 3,629,922 |
Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 5,983,373 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Asset: | |
Investments held in Trust Account | 221,654,793 |
Liabilities: | |
Derivative warrant liabilities | 5,983,373 |
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 5,983,373 |
Significant Other Observable Inputs (Level 2) [Member] | |
Asset: | |
Investments held in Trust Account | |
Liabilities: | |
Derivative warrant liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Asset: | |
Investments held in Trust Account | |
Liabilities: | |
Derivative warrant liabilities | 3,629,922 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 3,629,922 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of key inputs into the monte carlo simulation model for the public and private placement warrant | 12 Months Ended |
Dec. 31, 2021$ / shares$ / item | |
Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 0.98% |
Expected term (years) | 5 years 8 months 15 days |
Expected volatility | 19.00% |
Stock price (in Dollars per share) | $ / shares | $ 9.47 |
Strike price (in Dollars per Item) | $ / item | 11.5 |
Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 1.32% |
Expected term (years) | 5 years 8 months 12 days |
Expected volatility | 10.00% |
Stock price (in Dollars per share) | $ / shares | $ 9.73 |
Strike price (in Dollars per Item) | $ / item | 11.5 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the warrant liability - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of fair value of the warrant liability [Line Items] | |
Fair value at beginning balance | |
Initial fair value of warrant liabilities | 17,152,751 |
Fair value overallotment | 1,598,904 |
Transfer out of Level 3 to Level 1 | (5,983,373) |
Change in fair value | (9,138,360) |
Fair value at ending balance | $ 3,629,922 |