Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 29, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Document Transition Report | false | |
Entity Registrant Name | RIVERVIEW ACQUISITION CORP. | |
Entity Central Index Key | 0001846136 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40716 | |
Entity Tax Identification Number | 86-1972481 | |
Entity Address, Address Line One | 700 Colonial Road | |
Entity Address, Address Line Two | Suite 101 | |
Entity Address, City or Town | Memphis | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 38117 | |
City Area Code | 901 | |
Local Phone Number | 767-5576 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | true | |
Entity Public Float | $ 250,000,000 | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum LLP | |
Auditor Location | New York, NY | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |
Trading Symbol | RVACU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | RVAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at a price of $11.50 per share | |
Trading Symbol | RVACW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) | |
Current Assets: | ||
Cash | $ 1,121,737 | |
Prepaid expenses | 352,171 | |
Total current assets | 1,473,908 | |
Other Long-Term Assets | 197,861 | |
Marketable securities held in Trust Account | 250,035,732 | |
Total Assets | 251,707,501 | |
Current Liabilities: | ||
Accrued expenses | 644,528 | |
Total current liabilities | 644,528 | |
Warrant liabilities | 10,562,976 | |
Deferred underwriting fee payable | 8,750,000 | |
Total Liabilities | 19,957,504 | |
Commitments | ||
Stockholders' Deficit | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued and outstanding | 0 | |
Additional paid-in capital | 0 | |
Accumulated deficit | (18,256,253) | |
Total Stockholders' Deficit | (18,250,003) | |
Total Liabilities and Stockholders' Deficit | 251,707,501 | |
Class A Common Stock [Member] | ||
Current Liabilities: | ||
Class A common stock, $0.0001 par value; 85,000,000 shares authorized; 25,000,000 shares subject to possible redemption at redemption value | 250,000,000 | |
Stockholders' Deficit | ||
Common stock | 0 | |
Class B Common Stock [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 6,250 | [1] |
[1] | Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5). |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Stockholders' Deficit | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Common Stock [Member] | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
Common stock, subject to possible redemption, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, subject to possible redemption, shares authorized (in shares) | 85,000,000 |
Common stock, subject to possible redemption (in shares) | 25,000,000 |
Stockholders' Deficit | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized (in shares) | 85,000,000 |
Common stock, shares issued (in shares) | 0 |
Common stock, shares outstanding (in shares) | 0 |
Class B Common Stock [Member] | |
Stockholders' Deficit | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized (in shares) | 15,000,000 |
Common stock, shares issued (in shares) | 6,250,000 |
Common stock, shares outstanding (in shares) | 6,250,000 |
Common stock, shares forfeited (in shares) | 937,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 11 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | ||
Loss from Operation | ||
Operating and formation costs | $ 885,394 | |
Loss from operations | (885,394) | |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 35,768 | |
Unrealized loss on marketable securities held in Trust Account | (36) | |
Change in fair value of warrant liabilities | 7,694,024 | |
Transaction costs | (1,283,477) | |
Other income, net | 6,552,022 | |
Net income | $ 5,666,628 | |
Class A Common Stock [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in shares) | shares | 11,392,405 | |
Diluted weighted average shares outstanding (in shares) | shares | 11,392,405 | |
Basic net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
Diluted net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
Class B Common Stock [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in shares) | shares | 6,250,000 | [1] |
Diluted weighted average shares outstanding (in shares) | shares | 6,250,000 | [1] |
Basic net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
Diluted net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
Over-Allotment Option [Member] | ||
Other income (expense): | ||
Change in fair value of warrant liabilities | $ 105,743 | |
[1] | Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5). |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) | 12 Months Ended |
Dec. 31, 2021shares | |
Class B Common Stock [Member] | |
Operating Income (Loss) [Abstract] | |
Common stock, shares forfeited (in shares) | 937,500 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Feb. 03, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Feb. 03, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 0 | $ 7,188 | 17,812 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 0 | 7,187,500 | |||
Cash paid in excess of fair value of private placement warrants | 518,000 | 0 | 518,000 | ||
Accretion of Class A common stock to redemption amount | (536,750) | (23,922,881) | (24,459,631) | ||
Forfeiture of founder shares | $ (938) | 938 | 0 | 0 | |
Forfeiture of founder shares (in shares) | (937,500) | ||||
Net income | $ 0 | $ 0 | 0 | 5,666,628 | 5,666,628 |
Ending balance at Dec. 31, 2021 | $ 0 | $ 6,250 | $ 0 | $ (18,256,253) | $ (18,250,003) |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 6,250,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 5,666,628 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrants liabilities | (7,694,024) |
Unrealized loss on marketable securities held in Trust Account | 36 |
Interest earned on marketable securities held in Trust Account | (35,768) |
Transaction costs | 1,283,477 |
Prepaid expenses and other current assets | |
Accrued expenses | 644,528 |
Prepaid expenses | (352,171) |
Other Long-Term Assets | (197,861) |
Net cash used in operating activities | (790,898) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (250,000,000) |
Net cash used in investing activities | (250,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 245,000,000 |
Proceeds from sale of Private Placements Warrants | 7,400,000 |
Proceeds from promissory note - related party | 181,341 |
Repayment of promissory note - related party | (181,341) |
Payment of offering costs | (512,365) |
Net cash provided by financing activities | 251,912,635 |
Net Change in Cash | 1,121,737 |
Cash - Beginning of period | 0 |
Cash - End of period | 1,121,737 |
Non-Cash investing and financing activities: | |
Initial value of warrant Liabilities | 18,257,000 |
Deferred underwriting fee payable | 8,750,000 |
Forfeiture of Founders Shares | (938) |
Over-Allotment Option [Member] | |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrants liabilities | $ (105,743) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Riverview Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 4, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period February 4, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Riverview Sponsor Partners, LLC (the “Sponsor”), generating gross proceeds of $7,400,000, which is described in Note 4. Following the closing of the Initial Public Offering on August 10, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. Transaction costs amounted to $14,262,365, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $512,365 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) will agree to vote any Founder Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial 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 the Company fails to complete the Business Combination within the Combination Period). The Company will have until February 10, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share except for any claims by any third party who executed a waiver of any and all rights to seek access to the Trust Account, regardless of whether such waiver is enforceable, and except for claims arising from the Company’s obligation to indemnify the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had cash of $1,121,737 not held in the Trust Account and available for working capital purposes. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. Going Concern In Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are 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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 statement 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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the assumptions used in the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in the Trust Account are included in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (11,375,000 ) Class A common stock issuance costs 13,084,631 Plus: Accretion of carrying value to redemption value 24,459,631 Class A common stock subject to possible redemption $ 250,000,000 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statement of operations as transaction costs. In addition, offering costs related to the Founder Shares issued to the anchor investors amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded the fair value per common share. The warrants are exercisable to purchase 19,900,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Period from February 4, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 3,659,168 $ 2,007,460 Denominator: Basic and diluted weighted average shares outstanding 11,392,405 6,250,000 Basic and diluted net income per common stock $ 0.32 $ 0.32 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 Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 3,750,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date. The over-allotment option expired on September 24, 2021 and as a result 937,500 Founder Shares were forfeited, and the over-allotment option liability was derecognized in the statement of operations in the amount of $105,743. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit will consist of one share of the Company’s Class A common stock and one-half Certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) purchased 2,490,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit. There can be no assurance as to the amount of such Units the Anchor Investors will retain, if any, prior to or upon the consummation of a Business Combination (see Note 5 for sale of founder shares to Anchor investors). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. The excess amount of the purchase price over the fair value of the Private Placement Warrants of $6,882,000 was charged to shareholders’ equity, and thus $518,000 was charged to additional paid-in capital. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 18, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On April 7, 2021, the Company effected a stock dividend of 1,437,500 Founder Shares, resulting in 7,187,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 937,500 shares that were subject to forfeiture by the Sponsor. As a result of the underwriters’ election to not exercise their over-allotment option by September 24, 2021, 937,500 Founder Shares were forfeited resulting in an aggregate of 6,250,000 Founders Shares outstanding. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. In connection with the closing of the Initial Public Offering, the Sponsor sold 125,000 Founder Shares to each Anchor Investor at their original purchase price of $10.00. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $8,762,500, or $7.01 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs. Administrative Support Agreement The Company entered into an agreement, commencing on August 5, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor a total of up to $5,000 per month for secretarial and administrative services. For the period from February 4, 2021 (inception) through December 31, 2021, the Company incurred $25,000 in fees for these services, respectively. At December 31, 2021, a total of $5,000 of such fees, is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On February 18, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering. As of August 10, 2021, there was $181,341 outstanding under the Note, which was subsequently repaid on August 23, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the 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 proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, there are no Working Capital Loans outstanding. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration and Stockholders Rights Pursuant to a registration rights agreement entered into on August 10, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are 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 our 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 register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a 65% of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A common stock purchasable upon exercise of a warrant. There have been no amendments to the warrant agreement as of December 31, 2021. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters elected not to exercise the over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit. The over-allotment option expired on September 24, 2021. The underwriters were paid an underwriting fee of $5,000,000 on the day of the IPO. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
WARRANT LIABILITIES [Abstract] | |
WARRANT LIABILITIES | NOTE 7. WARRANT LIABILITIES At December 31, 2021, there are 12,500,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares 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 warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-division, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the 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 volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. At December 31, 2021, there are 7,400,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of 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 issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our 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 sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our a Business Combination. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets at December 31, 2021 is as follows: December 31, Deferred tax assets Net operating loss carryforward $ 31,111 Startup/Organization Expenses 149,455 Unrealized gain/loss - Trust (2,137) Total deferred tax assets 178,429 Valuation Allowance (178,429 ) Deferred tax assets, net $ — The income tax provision for the period from February 4, 2021 (inception) through December 31, 2021 consists of the following: December 31, Federal Current $ — Deferred (178,429 ) State and Local Current — Deferred — Change in valuation allowance 178,429 Income tax provision $ — As of December 31, 2021, the Company had $148,147 of U.S. federal net operating loss carryovers available to offset future taxable income. The net operating losses generated do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from , the change in the valuation allowance was $178,429. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from February 4, 2021 (inception) through December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrants (28.5 )% Change in fair value of over-allotment liability (0.4 )% Transaction costs 4.8 % Meals and entertainment 0.0 % Valuation allowance 3.1 % Income tax provision 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets and permanent differences. The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination. The Company considers Tennessee to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,035,732 Liabilities: Warrant liability – Public Warrants 1 $ 6,629,871 Warrant liability – Private Placement Warrants 3 $ 3,933,105 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units on August 10, 2021, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table provides the key inputs into the binomial lattice model: August 10, 2021 (Initial Measurement) Public and Private Warrants Stock price $ 9.44 Exercise price $ 11.50 Expected term (in years) 5.0 Volatility 16.9 % Risk-free rate 0.87 % Dividend yield 0.0 % December 31, 2021 Private Warrants Stock price $ 9.74 Exercise price $ 11.50 Expected term (in years) 5.0 Volatility 10.7 % Risk-free rate 1.25 % Dividend yield 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of February 4, 2021 (inception) $ — $ — $ — Initial measurement on August 10, 2021 6,882,000 11,375,000 18,257,000 Change in valuation inputs or other assumptions (2,948,895 ) (3,000,000 ) (5,948,895 ) Transfer to level 1 — (8,375,000 ) (8,375,000 ) Fair value as of December 31, 2021 $ 3,933,105 $ — $ 3,933,105 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the year ended December 31, 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately listed and traded. |
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 statement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the assumptions used in the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in the Trust Account are included in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (11,375,000 ) Class A common stock issuance costs 13,084,631 Plus: Accretion of carrying value to redemption value 24,459,631 Class A common stock subject to possible redemption $ 250,000,000 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statement of operations as transaction costs. In addition, offering costs related to the Founder Shares issued to the anchor investors amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income (Loss) per Common Share | Net income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded the fair value per common share. The warrants are exercisable to purchase 19,900,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. |
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 Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 3,750,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date. The over-allotment option expired on September 24, 2021 and as a result 937,500 Founder Shares were forfeited, and the over-allotment option liability was derecognized in the statement of operations in the amount of $105,743. |
Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Class A ordinary shares subject to possible redemption | At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (11,375,000 ) Class A common stock issuance costs 13,084,631 Plus: Accretion of carrying value to redemption value 24,459,631 Class A common stock subject to possible redemption $ 250,000,000 |
Basic and Diluted Net Income (Loss) per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Period from February 4, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 3,659,168 $ 2,007,460 Denominator: Basic and diluted weighted average shares outstanding 11,392,405 6,250,000 Basic and diluted net income per common stock $ 0.32 $ 0.32 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX [Abstract] | |
Net Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2021 is as follows: December 31, Deferred tax assets Net operating loss carryforward $ 31,111 Startup/Organization Expenses 149,455 Unrealized gain/loss - Trust (2,137) Total deferred tax assets 178,429 Valuation Allowance (178,429 ) Deferred tax assets, net $ — |
Income Tax Provision | The income tax provision for the period from February 4, 2021 (inception) through December 31, 2021 consists of the following: December 31, Federal Current $ — Deferred (178,429 ) State and Local Current — Deferred — Change in valuation allowance 178,429 Income tax provision $ — |
Reconciliation of Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from February 4, 2021 (inception) through December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrants (28.5 )% Change in fair value of over-allotment liability (0.4 )% Transaction costs 4.8 % Meals and entertainment 0.0 % Valuation allowance 3.1 % Income tax provision 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,035,732 Liabilities: Warrant liability – Public Warrants 1 $ 6,629,871 Warrant liability – Private Placement Warrants 3 $ 3,933,105 |
Level 3 Fair Value Measurements | The following table provides the key inputs into the binomial lattice model: August 10, 2021 (Initial Measurement) Public and Private Warrants Stock price $ 9.44 Exercise price $ 11.50 Expected term (in years) 5.0 Volatility 16.9 % Risk-free rate 0.87 % Dividend yield 0.0 % December 31, 2021 Private Warrants Stock price $ 9.74 Exercise price $ 11.50 Expected term (in years) 5.0 Volatility 10.7 % Risk-free rate 1.25 % Dividend yield 0.00 % |
Changes in Fair Value of Level 3 Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of February 4, 2021 (inception) $ — $ — $ — Initial measurement on August 10, 2021 6,882,000 11,375,000 18,257,000 Change in valuation inputs or other assumptions (2,948,895 ) (3,000,000 ) (5,948,895 ) Transfer to level 1 — (8,375,000 ) (8,375,000 ) Fair value as of December 31, 2021 $ 3,933,105 $ — $ 3,933,105 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Aug. 10, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Business$ / shares |
Description of Organization and Business Operations [Abstract] | ||
Gross proceeds from initial public offering | $ 245,000,000 | |
Gross proceeds from private placement | 7,400,000 | |
Cash deposited in Trust Account | $ 250,000,000 | $ 250,000,000 |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | |
Number of operating businesses included in initial Business Combination | Business | 1 | |
Percentage of fair market value held in Trust Account | 80.00% | |
Percentage of outstanding voting securities for post-transaction company to acquire or own in order to complete business combination | 50.00% | |
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | |
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |
Cash not held in Trust Account available for working capital | $ 1,121,737 | |
Minimum [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Percentage of Public Shares that can be redeemed without prior consent | 20.00% | |
Period to complete Business Combination from closing of Initial Public Offering | 18 months | |
Maximum [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Distribution or redemption price per share (in dollars per share) | $ / shares | $ 10 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Gross proceeds from initial public offering | $ 250,000,000 | |
Transaction costs | 14,262,365 | |
Underwriting fees | 5,000,000 | |
Deferred underwriting fees | 8,750,000 | |
Other offering cost | $ 512,365 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 25,000,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Gross proceeds from initial public offering | $ 250,000,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 1 | |
Warrants issued (in shares) | shares | 7,400,000 | |
Gross proceeds from private placement | $ 7,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) | Dec. 31, 2021USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A ordinary shares subject to possible redemption (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Gross proceeds | $ 245,000,000 |
Class A Common Stock [Member] | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Class A ordinary shares subject to possible redemption | 250,000,000 |
Initial Public Offering [Member] | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Gross proceeds | 250,000,000 |
Class A ordinary shares issuance costs | (14,262,365) |
Plus: Accretion of carrying value to redemption value | 24,459,631 |
Initial Public Offering [Member] | Public Warrants [Member] | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Less: Proceeds allocated to Public Warrants | (11,375,000) |
Initial Public Offering [Member] | Class A Common Stock [Member] | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Class A ordinary shares issuance costs | 13,084,631 |
Class A ordinary shares subject to possible redemption | $ 250,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - Initial Public Offering [Member] | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Offering Costs [Abstract] | |
Offering costs | $ 14,262,365 |
Offering cost charged to shareholder equity | 13,600,399 |
Offering cost expensed to statement of operations | 661,966 |
Sponsor [Member] | |
Offering Costs [Abstract] | |
Offering costs | 8,762,500 |
Offering cost charged to shareholder equity | 8,140,989 |
Offering cost expensed to statement of operations | $ 621,511 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) | Dec. 31, 2021USD ($) |
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Per Common Share (Details) | 11 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | ||
Class A Common Stock [Member] | ||
Net Income (Loss) Per Common Share [Abstract] | ||
Warrants exercisable to purchase of aggregate class A common stock (in shares) | 19,900,000 | |
Numerator: [Abstract] | ||
Allocation of net income (loss), as adjusted | $ | $ 3,659,168 | |
Denominator: [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 11,392,405 | |
Basic net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
Diluted weighted average shares outstanding (in shares) | 11,392,405 | |
Diluted net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
Class B Common Stock [Member] | ||
Numerator: [Abstract] | ||
Allocation of net income (loss), as adjusted | $ | $ 2,007,460 | |
Denominator: [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 6,250,000 | [1] |
Basic net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
Diluted weighted average shares outstanding (in shares) | 6,250,000 | [1] |
Diluted net income per common share (in dollars per share) | $ / shares | $ 0.32 | |
[1] | Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5). |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Derivative Financial Instruments (Details) - USD ($) | Aug. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Underwriting Agreement [Abstract] | |||
Liability derecognized | $ 7,694,024 | ||
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | 45 days | |
Additional Units that can be purchased to cover over-allotments (in shares) | 3,750,000 | ||
Common stock, shares forfeited (in shares) | 937,500 | ||
Liability derecognized | $ 105,743 | $ 105,743 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - Initial Public Offering [Member] | Aug. 10, 2021$ / sharesshares |
Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 25,000,000 |
Share price (in dollars per share) | $ / shares | $ 10 |
Public Warrants [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 0.50 |
Warrants exercise price (In dollars per share) | $ / shares | $ 11.50 |
Class A Common Stock [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 1 |
Number of securities called by each warrant (in shares) | 1 |
Anchor Investors [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 2,490,000 |
Share price (in dollars per share) | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Aug. 10, 2021 | Dec. 31, 2021 |
Private Placement [Abstract] | ||
Cash paid in excess of fair vlaue of private placement warrants charged to additional paid-in captial | $ 518,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 7,400,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from issuance of warrants | $ 7,400,000 | |
Cash paid in excess of fair vlaue of private placement warrants charged to stockholders equity | 6,882,000 | |
Cash paid in excess of fair vlaue of private placement warrants charged to additional paid-in captial | $ 518,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | Class A Common Stock [Member] | ||
Private Placement [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($) | Apr. 07, 2021 | Feb. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 24, 2021 | Aug. 10, 2021 |
Founder Shares [Abstract] | ||||||
Proceeds from issuance of common stock | $ 25,000 | |||||
Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock, shares outstanding (in shares) | 0 | 0 | ||||
Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock, shares outstanding (in shares) | 6,250,000 | 6,250,000 | ||||
Common stock, shares forfeited (in shares) | 937,500 | |||||
Initial Public Offering [Member] | ||||||
Founder Shares [Abstract] | ||||||
Offering costs | $ 14,262,365 | $ 14,262,365 | ||||
Offering cost charged to shareholder equity | 13,600,399 | |||||
Offering cost expensed to statement of operations | 661,966 | |||||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Offering costs | $ (13,084,631) | $ (13,084,631) | ||||
Over-Allotment Option [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares subject to forfeiture (in shares) | 3,750,000 | |||||
Common stock, shares forfeited (in shares) | 937,500 | |||||
Original purchase price (in dollars per share) | $ 10 | |||||
Sponsor [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock dividends (in shares) | 1,437,500 | |||||
Common stock, shares outstanding (in shares) | 7,187,500 | 7,187,500 | ||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Threshold trading days | 20 days | |||||
Threshold consecutive trading days | 30 days | |||||
Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ 12 | $ 12 | ||||
Period after initial business combination | 150 days | |||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | |||||
Proceeds from issuance of common stock | $ 25,000 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares subject to forfeiture (in shares) | 937,500 | 937,500 | ||||
Sponsor [Member] | Initial Public Offering [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ 7.01 | $ 7.01 | ||||
Issuance of founder shares to Anchor Investor (in shares) | 125,000 | |||||
Original purchase price (in dollars per share) | $ 10 | $ 10 | ||||
Aggregate fair value of shares issued to Anchor Investors | $ 8,762,500 | |||||
Offering costs | 8,762,500 | $ 8,762,500 | ||||
Offering cost charged to shareholder equity | 8,140,989 | |||||
Offering cost expensed to statement of operations | $ 621,511 | |||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock, shares outstanding (in shares) | 6,250,000 | |||||
Common stock, shares forfeited (in shares) | 937,500 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Support Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Administrative Support Agreement [Abstract] | |
Fee incurred | $ 25,000 |
Accrued administrative service expenses | 5,000 |
Maximum [Member] | |
Administrative Support Agreement [Abstract] | |
Related party transaction amount | $ 5,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($) | 11 Months Ended | ||
Dec. 31, 2021 | Aug. 10, 2021 | Feb. 18, 2021 | |
Promissory Note [Abstract] | |||
Repayment of promissory note amount outstanding | $ 181,341 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Promissory Note [Abstract] | |||
Promissory note, amount outstanding | $ 181,341 | ||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | |||
Promissory Note [Abstract] | |||
Promissory note, maximum borrowing capacity | $ 300,000 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] | Dec. 31, 2021USD ($)$ / shares |
Related Party Loans [Abstract] | |
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 |
Conversion price (in dollars per share) | $ / shares | $ 1 |
Notes payable, related parties | $ 0 |
COMMITMENTS, Registration Right
COMMITMENTS, Registration Rights and Warrant Amendments (Details) | Dec. 31, 2021Demand |
Registration, Warrant Amendments and Shareholder Rights Agreement [Abstract] | |
Number of demands entitled to holders | 3 |
Minimum percentage of outstanding warrant holders required to approve amendment | 65.00% |
COMMITMENTS, Underwriting Agree
COMMITMENTS, Underwriting Agreement (Details) - USD ($) | Aug. 10, 2021 | Dec. 31, 2021 |
Underwriting Agreement [Abstract] | ||
Underwriting discount (in dollars per share) | $ 0.35 | |
Deferred underwriting commissions | $ 8,750,000 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | 45 days |
Additional Units that can be purchased to cover over-allotments (in shares) | 3,750,000 | |
Number of shares subject to forfeiture (in shares) | 3,750,000 | |
Share price (in dollars per share) | $ 10 | |
Payment to underwriters | $ 5,000,000 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrants [Abstract] | |
Period to exercise warrants after Business Combination | 30 days |
Period to exercise warrants after closing of Initial Public Offering | 12 months |
Expiration period of warrants | 5 years |
Period to file registration statement after initial Business Combination | 15 days |
Period for registration statement to become effective | 60 days |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 |
Public Warrants [Member] | |
Warrants [Abstract] | |
Warrants outstanding (in shares) | shares | 12,500,000 |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Threshold trading days | 20 days |
Threshold consecutive trading days | 30 days |
Redemption period | 30 days |
Percentage multiplier | 180.00% |
Private Placement Warrants [Member] | |
Warrants [Abstract] | |
Warrants outstanding (in shares) | shares | 7,400,000 |
Expiration period of warrants | 5 years |
Class A Common Stock [Member] | |
Warrants [Abstract] | |
Period to file registration statement after initial Business Combination | 20 days |
Trading day period to calculate volume weighted average trading price | 20 days |
Class A Common Stock [Member] | Public Warrants [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Additional Issue of Ordinary Shares or Equity-Linked Securities [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 18 |
Percentage multiplier | 115.00% |
Additional Issue of Ordinary Shares or Equity-Linked Securities [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% |
Additional Issue of Ordinary Shares or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 11 Months Ended |
Dec. 31, 2021Vote$ / sharesshares | |
Stockholder's Equity [Abstract] | |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Stock conversion basis of Class B to Class A ordinary shares at time of initial business combination | 1 |
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20.00% |
Class A Common Stock [Member] | |
Stockholder's Equity [Abstract] | |
Common stock, subject to possible redemption, shares authorized (in shares) | 85,000,000 |
Common stock, subject to possible redemption, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, subject to possible redemption, shares issued (in shares) | 25,000,000 |
Common stock, subject to possible redemption, shares outstanding (in shares) | 25,000,000 |
Common stock, shares authorized (in shares) | 85,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Number of votes per share | Vote | 1 |
Common stock, shares issued (in shares) | 0 |
Common stock, shares outstanding (in shares) | 0 |
Class B Common Stock [Member] | |
Stockholder's Equity [Abstract] | |
Common stock, shares authorized (in shares) | 15,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Number of votes per share | Vote | 1 |
Common stock, shares issued (in shares) | 6,250,000 |
Common stock, shares outstanding (in shares) | 6,250,000 |
INCOME TAX (Details)
INCOME TAX (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Deferred tax assets [Abstract] | |
Net operating loss carryforward | $ 31,111 |
Startup/Organization Expenses | 149,455 |
Unrealized gain/loss - Trust | (2,137) |
Total deferred tax assets | 178,429 |
Valuation Allowance | (178,429) |
Deferred tax assets, net | 0 |
Federal [Abstract] | |
Current | 0 |
Deferred | (178,429) |
State and Local [Abstract] | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 178,429 |
Income tax provision | 0 |
Federal net operating loss carryovers | $ 148,147 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrants | (28.50%) |
Change in fair value of over-allotment liability | (0.40%) |
Transaction costs | 4.80% |
Meals and entertainment | 0.00% |
Valuation allowance | 3.10% |
Income tax provision | 0.00% |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] | Dec. 31, 2021USD ($) |
Level 1 [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | $ 250,035,732 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 6,629,871 |
Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | $ 3,933,105 |
FAIR VALUE MEASUREMENTS, Level
FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement (Details) | Dec. 31, 2021 | Aug. 10, 2021 |
Fair Value Measurements [Abstract] | ||
Expected term | 5 years | |
Public and Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Expected term | 5 years | |
Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Expected term | 5 years | |
Stock Price [Member] | Public and Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.44 | |
Stock Price [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.74 | |
Exercise Price [Member] | Public and Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | |
Exercise Price [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | |
Volatility [Member] | Public and Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.169 | |
Volatility [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.107 | |
Risk-free Rate [Member] | Public and Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0087 | |
Risk-free Rate [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0125 | |
Dividend Yield [Member] | Public and Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | |
Dividend Yield [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Warrant Liabilities (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Warrant Liabilities [Member] | |
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | $ 0 |
Initial measurement | 18,257,000 |
Change in valuation inputs or other assumptions | (5,948,895) |
Transfer to Level 1 | (8,375,000) |
Fair value, end of period | 3,933,105 |
Private Placement [Member] | |
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement | 6,882,000 |
Change in valuation inputs or other assumptions | (2,948,895) |
Transfer to Level 1 | 0 |
Fair value, end of period | 3,933,105 |
Public [Member] | |
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement | 11,375,000 |
Change in valuation inputs or other assumptions | (3,000,000) |
Transfer to Level 1 | (8,375,000) |
Fair value, end of period | $ 0 |