Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | FINTECH ECOSYSTEM DEVELOPMENT CORP. | |
Entity Central Index Key | 0001852407 | |
Entity File Number | 001-40914 | |
Entity Tax Identification Number | 86-2438985 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 100 Springhouse Drive | |
Entity Address, Address Line Two | Suite 204 | |
Entity Address, City or Town | Collegeville | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19426 | |
City Area Code | 610 | |
Local Phone Number | 226-8101 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, one right, and one-half of one redeemable warrant | |
Trading Symbol | FEXDU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common stock, par value $0.0001 per share | |
Trading Symbol | FEXD | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 11,557,500 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | FEXDW | |
Security Exchange Name | NASDAQ | |
One share Of Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights included as part of the units Warrants, each whole warrant exercisable for | |
Trading Symbol | FEXDR | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS (UNAUD
CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 18,516 | $ 612,750 |
Prepaid expenses | 85,619 | 86,557 |
Total Current Assets | 104,135 | 699,307 |
Long-term prepaid expenses | 12,878 | 38,633 |
Cash held-in Trust Account | 116,320,654 | 116,152,113 |
Total Assets | 116,437,667 | 116,890,053 |
Current liabilities | ||
Accounts payable and accrued liabilities | 64,428 | 179,371 |
Due to Related party | 20,000 | 0 |
Total Current Liabilities | 88,428 | 179,371 |
Derivative Forward purchase liability | 1,777,116 | 1,726,908 |
Derivative Warrant liabilities | 1,121,035 | 3,706,098 |
Deferred underwrite fee payable | 3,737,500 | 3,737,500 |
Total Liabilities | 6,724,079 | 9,349,877 |
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||
Class A common stock subject to possible redemption; 11,500,000 shares at redemption value | 116,150,000 | 116,150,000 |
STOCKHOLDERS' DEFICIT | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (6,436,706) | (8,610,118) |
Total Stockholders' Deficit | (6,436,412) | (8,609,824) |
Total Liabilities and Stockholders' Deficit | 116,437,667 | 116,890,053 |
Common Class A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Common Stock | 6 | 6 |
Common Class B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Common Stock | $ 288 | $ 288 |
CONDENSED BALANCE SHEETS (UNA_2
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 57,500 | 57,500 |
Common Stock, Shares, Outstanding | 57,500 | 57,500 |
Temproary equity shares authorized | 11,500,000 | 11,500,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | ||
Operating Expenses | |||||
General and administrative | $ 324,041 | $ 82 | $ 933 | $ 529,984 | |
Total operating expenses | 324,041 | 82 | 933 | 529,984 | |
Other Income (Expenses) | |||||
Change in fair value of derivative warrant liabilities | 876,323 | 0 | 0 | 2,585,063 | |
Change in fair value of derivative forward purchase liability | 110,823 | 0 | 0 | (50,208) | |
Income from investments held in Trust Account | 156,845 | 0 | 0 | 168,541 | |
Total other income (expenses), net | 1,143,991 | 0 | 0 | 2,703,396 | |
Net (Loss) Income | $ 819,950 | $ (82) | $ (933) | $ 2,173,412 | |
Common Class A [Member] | |||||
Other Income (Expenses) | |||||
Diluted, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | |
Basic, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | |
Weighted average number of ordinary shares-basic | 11,557,500 | 0 | 0 | 11,557,500 | |
Weighted average number of ordinary shares-Diluted | 11,557,500 | 0 | 0 | 11,557,500 | |
Common Class B [Member] | |||||
Other Income (Expenses) | |||||
Diluted, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | |
Basic, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | |
Weighted average number of ordinary shares-basic | [1] | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 |
Weighted average number of ordinary shares-Diluted | [1] | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 |
[1]For the period from March 5, 2021 (inception) to June 30, 2021, this excludes an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - shares | 1 Months Ended | 4 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Over-Allotment Option [Member] | ||
Common shares subject to forfeiture | 375,000 | 375,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | |
Beginning balance at Mar. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance, Shares at Mar. 04, 2021 | 0 | 0 | ||||
Share issuance | [1] | 25,000 | 24,712 | $ 288 | ||
Share issuance, Shares | [1] | 2,875,000 | ||||
Net income (loss) | (851) | (851) | ||||
Ending balance at Mar. 31, 2021 | 24,149 | 24,712 | (851) | $ 0 | $ 288 | |
Ending balance, Shares at Mar. 31, 2021 | 0 | 2,875,000 | ||||
Beginning balance at Mar. 04, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |
Beginning balance, Shares at Mar. 04, 2021 | 0 | 0 | ||||
Net income (loss) | (933) | |||||
Ending balance at Jun. 30, 2021 | 24,067 | 24,712 | (933) | $ 0 | $ 288 | |
Ending balance, Shares at Jun. 30, 2021 | 0 | 2,875,000 | ||||
Beginning balance at Mar. 31, 2021 | 24,149 | 24,712 | (851) | $ 0 | $ 288 | |
Beginning balance, Shares at Mar. 31, 2021 | 0 | 2,875,000 | ||||
Net income (loss) | (82) | (82) | ||||
Ending balance at Jun. 30, 2021 | 24,067 | 24,712 | (933) | $ 0 | $ 288 | |
Ending balance, Shares at Jun. 30, 2021 | 0 | 2,875,000 | ||||
Beginning balance at Dec. 31, 2021 | (8,609,824) | 0 | (8,610,118) | $ 6 | $ 288 | |
Beginning balance, Shares at Dec. 31, 2021 | 57,500 | 2,875,000 | ||||
Net income (loss) | 1,353,462 | 1,353,462 | ||||
Ending balance at Mar. 31, 2022 | (7,256,362) | 0 | (7,256,656) | $ 6 | $ 288 | |
Ending balance, Shares at Mar. 31, 2022 | 57,500 | 2,875,000 | ||||
Beginning balance at Dec. 31, 2021 | (8,609,824) | 0 | (8,610,118) | $ 6 | $ 288 | |
Beginning balance, Shares at Dec. 31, 2021 | 57,500 | 2,875,000 | ||||
Net income (loss) | 2,173,412 | |||||
Ending balance at Jun. 30, 2022 | (6,436,412) | 0 | (6,436,706) | $ 6 | $ 288 | |
Ending balance, Shares at Jun. 30, 2022 | 57,500 | 2,875,000 | ||||
Beginning balance at Mar. 31, 2022 | (7,256,362) | 0 | (7,256,656) | $ 6 | $ 288 | |
Beginning balance, Shares at Mar. 31, 2022 | 57,500 | 2,875,000 | ||||
Net income (loss) | 819,950 | 819,950 | ||||
Ending balance at Jun. 30, 2022 | $ (6,436,412) | $ 0 | $ (6,436,706) | $ 6 | $ 288 | |
Ending balance, Shares at Jun. 30, 2022 | 57,500 | 2,875,000 | ||||
[1]Includes an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) (Parenthetical) - shares | 1 Months Ended | 4 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Over-Allotment Option [Member] | ||
Common shares subject to forfeiture | 375,000 | 375,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (933) | $ 2,173,412 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative forward purchase liability | 0 | 50,208 |
Change in fair value of warrant liabilities | 0 | (2,585,063) |
Income from investments held in Trust Account | 0 | (168,541) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | 26,693 |
Accounts payable and accrued liabilities | 847 | (110,943) |
Due to related party | 0 | 20,000 |
Net cash used in operating activities | (86) | (594,234) |
Cash flows from financing activities: | ||
Proceeds from issuance of common shares to Sponsor | 25,000 | 0 |
Proceeds from promissory note from related parties | 60,418 | 0 |
Payment of offering costs | (84,841) | 0 |
Net cash provided by financing activities | 577 | 0 |
Net change in cash | 491 | (594,234) |
Cash, beginning of period | 0 | 612,750 |
Cash, end of period | 491 | 18,516 |
Supplemental Disclosures of Noncash Financing Activities | ||
Accrued deferred offering costs | $ 114,140 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Fintech Ecosystem Development Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on March 5, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the financial technology development industry. On June 30, 2022, the Company had not yet commenced any operations. All activity from March 5, 2021 (inception) through June 30, 2022, relates to the Company’s formation, general operating expenses, the search for a target business with which to consummate an initial business combination and the Initial Public Offering (the “Initial Public Offering” or “IPO”) as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Revofast LLC, a Wyoming limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 18, 2021, and on October 21, 2021. On October 21, 2021, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $115,000,000, and incurring offering costs of $6,061,368, of which $3,737,500 was for deferred underwriting commissions (see Note 6). In addition, the Company granted the underwriter a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 3,900,250 warrants (the “Private Placement Warrants”) to the Sponsor, for $1.00 per Private Placement Warrant, generating total gross proceeds of $3,900,250 (the “Private Place”) (see Note 4). Following the closing of the Initial Public Offering on October 21, 2021, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only 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 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraph (d) of Rule 2a-7 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A Common Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Class A Common Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their Class A Common Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per 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). The per-share amount to be distributed to public stockholders who redeem their Class A Common Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 470-20. 480-10-S99. paid-in If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B Common Stock, the Class A Common Shares underlying the Private Placement Warrants and any Class A Common Shares purchased during or after the Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business pre-Business The Company will have until 12 months (or 15 or 18 months, depending on whether we elect to extend the initial 12-month five business days The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses, or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of June 30, 2022, the Company had $18,516 in its operating bank account, $116,320,654 in its trust account, and working capital The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 5), and a loan from the Sponsor of approximately $141,768 under the Note (as defined in Note 5). The $141,748 loan was fully repaid during 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, 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 officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management does not believe that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company believes it may need to raise additional funds in order to meet the expenditures required for operating the business. Furthermore, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth There is no assurance that the Company’s plans to consummate an Initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
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. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 10-K, In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022, and its results of operations and cash flows for the six-month Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act’’), and it may take advantage of certain exemptions from various reporting requirements that apply 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 opt-out non-emerging opt-out opt-out Use of estimates The preparation of 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 disclose 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. 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. As a result, the Company had cash of $18,516 and no cash equivalents on June 30, 2022. The Company had cash of $612,750 and no cash equivalents on December 31, 2021. Cash Held in Trust Account As of June 30, 2022 and December 31, 2021, the Company had $116,320,654 and $116,152,113 cash held in the Trust Account, respectively. Deferred offering costs Deferred offering costs consist of legal, accounting, underwriting fees, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and charged to stockholder’s equity upon the completion of the Initial Public Offering. If the Initial Public Offering were unsuccessful, these deferred costs and additional expenses incurred would have been charged to operations. Income taxes The Company complies with the accounting and reporting requirements of A.S.C. 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. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A.S.C. 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 as an income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its 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 Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,650,250 shares of Class A Common Stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022 and the three months ended June 30, 2021 and the period from March 5, 2021 (inception) to June 30, 2021 respectively. Accretion associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. On June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed 825-10 The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 3,900,250 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 non-operating Class A Common Stock Subject to Possible Redemption All of the 11,500,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, 11,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 115,000,000 Less: Proceeds allocated to Public Warrants (1,380,000 ) Class A ordinary share issuance costs (6,309,800 ) Plus: Accretion of carrying value to redemption value 8,839,800 Class a ordinary shares subject to redemption 116,150,000 Recent accounting standards In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Outside of the above, management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On October 21, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously, the underwriters exercised over-allotments, purchasing 1,500,000 additional Units, generating gross proceeds of $15,000,000. Each Unit consists of one share of Class A Common Stock, one-half one-tent The Company incurred offering costs related to the Initial Public Offering of $6,061,368, of which $1,437,500 was for underwriting fees, $3,737,500 was for deferred underwriting commissions, and $886,368 was for other offering costs. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 3,900,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($3,900,250 in the aggregate). The excess of the proceeds over the fair value of the Private Placement Warrants has been recognized as a capital contribution from the Sponsor. Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Class A Common Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Class B Common Stock On March 8, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (“Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. In addition, such Founder Shares includes an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor and initial stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Offering (assuming our Sponsor and initial stockholders do not purchase any Class A Common Shares in the Offering and excluding the Private Placement Warrants and underlying securities). On March 27, 2021, the Sponsor sold 15,000 Founder Shares to the Chief Financial Officer, Jenny Junkeer, and 10,000 Founder Shares to each of the Company’s three independent directors, Michael Tomczyk, Robin Meister, and Lynn Perkins, in each case, at a price of $0.009 per share, the same price at which the Sponsor purchased such Founder Shares from the Company. Thus, after giving effect to the issuance of Founder Shares, our Sponsor and initial stockholders will collectively own approximately 20% of the outstanding common stock following the offering, assuming they do not purchase any units in this offering or the public market. Additionally, as consideration for financial advisory services rendered in connection with this offering, on March 11, 2021, ARC Capital received 50,000 shares of Class B Common Stock from our Sponsor at a price of $0.009 per share. The Founder Shares held by the independent directors and financial advisor are not subject to forfeiture in the event that the underwriters’ over-allotment is not exercised. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Promissory Note On March 8, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $400,000, of which $141,768 was borrowed by the Company during 2021. The Note was non-interest Administrative services agreement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $5,000 per month for these services. Related party loans To finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants (“Working Capital Warrants”) at a price of $1.50 per Working Capital Warrant. The Working Capital Warrants will be identical to the Private Placement Warrants. 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. Forward Purchase Agreement In connection with the IPO, the Company entered into a forward purchase agreement with Caltech Trading Corp., providing for the purchase by Caltech Trading Corp. of an aggregate of 9,000,000 forward purchase units at a purchase price of $10.00 per unit. The purchase of the Forward Purchase Units will occur concurrently and only in connection with the closing of the Business Combination. The terms and provisions of the forward purchase warrants to be issued as part of the forward purchase units are identical to those of the Private Placement Warrants. Representative Shares In connection with the IPO, the Company issued the Representative 57,500 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 18 months, if applicable) from the Closing of the Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration rights The holders of shares Class B Common Stock, Private Placement Warrants (and underlying securities), and any securities issued in payment of working capital loans made to the Company will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Public Offering. The majority of these securities holders are entitled to make up to two demands that the Company registers such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these Common Stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” Underwriting agreement The Underwriter purchased the 1,500,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions. The underwriters received a cash underwriting discount of one and one-quarter one-quarter Right of First Refusal For a period beginning on the closing of this offering and ending on the earlier of the twelve (12) month anniversary of the closing of a Business Combination or the three year anniversary of the effective date of the registration statement, we have granted EF Hutton a right of first refusal to act as lead-left book-running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. The Public Warrants will become exercisable on the date that is 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company will not be obligated to deliver any shares of Class A Common Stock 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 with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Public Warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies 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 Public 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 be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $11.50 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 10-trading The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30 • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and the number of shares of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger, or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension 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. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable The Company accounted for the 9,650,250 warrants issued in connection with the Initial Public Offering (including 5,750,000 Public Warrants and 3,900,250 Private Placement Warrants as the underwriters’ over-allotment option was exercised and assuming no extension warrants or working capital warrants are issued) in accordance with the guidance contained in ASC 815-40. ten-trading The Company believes that the adjustments to the exercise price of the warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon closing the Public Offering. Accordingly, the Company will classify its Public Warrant, Private Placement Warrant as a liability at its fair value, and the warrants will be estimated using a valuation model prepared by an outside valuation firm. The valuation model uses inputs such as assumed share prices, volatility, discount factors, and other assumptions and may not reflect the price at which they can be settled. This liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Forward Purchase Agreement On July 16, 2021, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Caltech Trading Corp., an anchor investor. Pursuant to the Forward Purchase Agreement, Caltech Trading Corp. will agree to purchase a minimum of 8,000,000 units and a maximum of 9,000,000 units (the “Forward Purchase Units”), with each Forward Purchase Unit consisting of one share of Class A common stock (a “Forward Purchase Share”), one right to receive one-tenth one-half The Company accounted for the Forward Purchase Agreement in accordance with the guidance in ASC 815-40 re-measurement |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents information about the Company’s derivative warrant liabilities and forward purchase agreement liability that are measured at fair value on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Public Warrants $ 575,000 $ — $ — Private Placement Warrants — — 546,035 Warrant Liability 575,000 — 546,035 Forward Purchase Agreement Liability — — 1,777,116 Total $ 575,000 $ — $ 2,323,151 The estimated fair value of the public warrant liabilities and Forward Purchase Agreement is determined using Level 3 inputs. Inherent in a Monte Carlo or Black-Scholes simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table presents information about the Company’s liabilities that are measured at fair value at October 21, 2021 (Initial Public Offering date). Inputs Public Warrant Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 6.5 % 6.5 % 6.5 % Expected term 5.75 years 5.75 years 0.75 year Risk-free rate 1.33 % 1.33 % 0.09 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value at December 31, 2021. Inputs Public Warrant Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 8.4 % 8.4 % 8.4 % Expected term 5.56 years 5.56 years 0.56 year Risk-free rate 1.30 % 1.30 % 0.21 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022. Inputs Private Placement Forward Purchase Exercise price $ 11.50 $ 10.00 Volatility 2.7 % 5.2 % Expected term 5.31 years 0.31 year Risk-free rate 2.97 % 1.89 % Probability of acquisition 60.0 % 100.0 % Dividend yield 0 % 0 % The change in the fair value of the derivative warrant liabilities is summarized as follows: Private Public Total Forward Fair value as of December 31, 2021 $ 1,521,098 2,185,000 3,706,098 $ 1,726,908 Change in fair value of warrant liabilities (975,063 ) (1,610,000 ) (2,585,063 ) 50,208 Fair value as of June 30, 2022 $ 546,035 575,000 1,121,035 $ 1,777,116 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 9. STOCKHOLDER’S EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At June 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 57,500 Class A Common Stock issued and outstanding excluding 11,500,000 shares subject to redemption. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class B Common Stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 2,875,000 shares of Class B Common Stock issued and outstanding. Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business combination on a one-for-one Public Rights Each holder of a Public Right will be entitled to receive one-tenth as-converted |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Based on this review, the Company did not identify any subsequent events through the date of the issuance of the financial statements that would have required disclosure or adjustment in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 10-K, In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022, and its results of operations and cash flows for the six-month |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act’’), and it may take advantage of certain exemptions from various reporting requirements that apply 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 opt-out non-emerging opt-out opt-out |
Use of estimates | Use of estimates The preparation of 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 disclose 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. 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. As a result, the Company had cash of $18,516 and no cash equivalents on June 30, 2022. The Company had cash of $612,750 and no cash equivalents on December 31, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account As of June 30, 2022 and December 31, 2021, the Company had $116,320,654 and $116,152,113 cash held in the Trust Account, respectively. |
Deferred offering costs | Deferred offering costs Deferred offering costs consist of legal, accounting, underwriting fees, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and charged to stockholder’s equity upon the completion of the Initial Public Offering. If the Initial Public Offering were unsuccessful, these deferred costs and additional expenses incurred would have been charged to operations. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of A.S.C. 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. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A.S.C. 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 as an income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its 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 Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,650,250 shares of Class A Common Stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022 and the three months ended June 30, 2021 and the period from March 5, 2021 (inception) to June 30, 2021 respectively. Accretion associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. On June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative financial instruments | Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed 825-10 The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 3,900,250 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 non-operating |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 11,500,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, 11,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 115,000,000 Less: Proceeds allocated to Public Warrants (1,380,000 ) Class A ordinary share issuance costs (6,309,800 ) Plus: Accretion of carrying value to redemption value 8,839,800 Class a ordinary shares subject to redemption 116,150,000 |
Recent accounting standards | Recent accounting standards In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Outside of the above, management does not believe that any recently issued, but not yet effective, accounting pronouncements, 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) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Share | The ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 115,000,000 Less: Proceeds allocated to Public Warrants (1,380,000 ) Class A ordinary share issuance costs (6,309,800 ) Plus: Accretion of carrying value to redemption value 8,839,800 Class a ordinary shares subject to redemption 116,150,000 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s derivative warrant liabilities and forward purchase agreement liability that are measured at fair value on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Public Warrants $ 575,000 $ — $ — Private Placement Warrants — — 546,035 Warrant Liability 575,000 — 546,035 Forward Purchase Agreement Liability — — 1,777,116 Total $ 575,000 $ — $ 2,323,151 |
Summary of significant inputs to the black-scholes option pricing model for the fair value of the founder warrants | The following table presents information about the Company’s liabilities that are measured at fair value at October 21, 2021 (Initial Public Offering date). Inputs Public Warrant Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 6.5 % 6.5 % 6.5 % Expected term 5.75 years 5.75 years 0.75 year Risk-free rate 1.33 % 1.33 % 0.09 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value at December 31, 2021. Inputs Public Warrant Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 8.4 % 8.4 % 8.4 % Expected term 5.56 years 5.56 years 0.56 year Risk-free rate 1.30 % 1.30 % 0.21 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022. Inputs Private Placement Forward Purchase Exercise price $ 11.50 $ 10.00 Volatility 2.7 % 5.2 % Expected term 5.31 years 0.31 year Risk-free rate 2.97 % 1.89 % Probability of acquisition 60.0 % 100.0 % Dividend yield 0 % 0 % |
Summary of changes in the fair value of the company's level 3 financial instruments that are measured at fair value | The change in the fair value of the derivative warrant liabilities is summarized as follows: Private Public Total Forward Fair value as of December 31, 2021 $ 1,521,098 2,185,000 3,706,098 $ 1,726,908 Change in fair value of warrant liabilities (975,063 ) (1,610,000 ) (2,585,063 ) 50,208 Fair value as of June 30, 2022 $ 546,035 575,000 1,121,035 $ 1,777,116 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Oct. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Entity incorporation date | Mar. 05, 2021 | ||
Stock issued during period, Shares | 1,500,000 | ||
Proceeds from issuance initial public offering | $ 115,000,000 | ||
Term of restricted investments | 185 days | ||
Minimum net worth required for compliance | $ 5,000,001 | ||
Combination period description | The Company will have until 12 months (or 15 or 18 months, depending on whether we elect to extend the initial 12-month term for up to two additional three-month terms) from the effective date of the registration statement to consummate a Business Combination (the “Combination Period”). | ||
Combination period, term one | 12 months | ||
Combination period, term two | 15 months | ||
Combination period, term three | 18 months | ||
Number of days within which the common shares shall be redeemed | 5 days | ||
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities | $ 50,000 | ||
Per share value of restricted assets | $ 10.1 | ||
Working capital | $ 15,707 | ||
Payments of Stock Issuance Costs | $ 6,061,368 | 6,309,800 | |
Deferred underwriting commissions | $ 3,737,500 | ||
Underwriter stock option period | 45 days | ||
Operating Bank Account Balance | 18,516 | ||
Assets Held-in-trust | $ 116,320,654 | $ 116,152,113 | |
Initial Public Offering And Private Placement Of Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to acquire restricted investments | $ 116,150,000 | ||
Per unit amount placed in trust account | $ 10.1 | ||
IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period, Shares | 11,500,000 | ||
Private Placement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance initial public offering | $ 115,000,000 | ||
Over-Allotment Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period, Shares | 1,500,000 | ||
Common Class A [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Temporary equity, redemption price per share | $ 10.1 | ||
Percentage of common shares to be redeemed in case business combination is not completed within the combination period | 100% | ||
Common Class A [Member] | Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of common stock for which redemption rights restriction applied | 15% | ||
Common Class A [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period, Shares | 10,000,000 | 11,500,000 | |
Shares issued, price per share | $ 10 | ||
Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Loans Received | $ 141,768 | ||
Loans Repaid | 141,748 | ||
Sponsor [Member] | Founder Shares [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cash Received For Offering Cost In exchange Of Shares | $ 25,000 | ||
Sponsor [Member] | Private Placement Warrants [Member] | Private Placement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of Warrants Issued | 3,900,250 | 3,900,250 | |
Price Per Warrant | $ 1 | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Oct. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash | $ 18,516 | $ 612,750 | |
Cash Equivalents | 0 | 0 | |
Assets Held-in-trust | 116,320,654 | 116,152,113 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 | |
Cash, FDIC insured amount | $ 250,000 | ||
Shares Issued | 1,500,000 | ||
Common Class A [Member] | |||
Temporary Equity, Shares Issued | 11,500,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Warrant as Derivative Liability | 3,900,250 | ||
IPO [Member] | |||
Shares Issued | 11,500,000 | ||
IPO [Member] | Common Class A [Member] | |||
Shares Issued | 10,000,000 | 11,500,000 | |
IPO [Member] | Warrant [Member] | |||
Number of Warrants Issued | 5,750,000 | ||
IPO [Member] | Warrant [Member] | Private Placement Warrants [Member] | Common Class A [Member] | |||
Number of Shares Purchased Against Warrants | 9,650,250 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) | 6 Months Ended | ||
Oct. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds from IPO | $ 115,000,000 | ||
Less: Proceeds allocated to Public Warrants | (1,380,000) | ||
Less: Class A ordinary share issuance costs | $ (6,061,368) | (6,309,800) | |
Plus: Accretion of carrying value to redemption value | 8,839,800 | ||
Class a ordinary shares subject to redemption | $ 116,150,000 | $ 116,150,000 |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Oct. 21, 2021 | Jun. 30, 2022 | Oct. 31, 2021 | |
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 1,500,000 | ||
Total Offering costs incurred in Initial public offering | $ 6,061,368 | ||
Underwriting fees | 1,437,500 | ||
Deferred underwriting commissions | 3,737,500 | ||
Other Offering Costs | $ 886,368 | ||
Class of warrant or right, Number of securities called by each warrant or right | 0.1 | ||
Public Warrants [Member] | |||
Initial Public Offering [Line Items] | |||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||
Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Proceeds from issuance of warrants | $ 100,000,000 | ||
Common Class A [Member] | Public Warrants [Member] | |||
Initial Public Offering [Line Items] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 11,500,000 | ||
IPO [Member] | Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 10,000,000 | 11,500,000 | |
Shares issued, price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 1,500,000 | ||
Proceeds from issuance of warrants | $ 15,000,000 |
PRIVATE PLACEMENT - Additional
PRIVATE PLACEMENT - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Oct. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Private Placement [Line Items] | ||||
Class of warrant or right, Number of securities called by each warrant or right | 0.1 | |||
Common Class A [Member] | ||||
Private Placement [Line Items] | ||||
Proceeds from issuance of warrants | $ 100,000,000 | |||
Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | |||
Private Placement [Member] | Common Class A [Member] | ||||
Private Placement [Line Items] | ||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||
Private Placement [Line Items] | ||||
Class of warrants or rights issued during period, Warrants | 3,900,250 | 3,900,250 | ||
Warrants issued, price per warrant | $ 1 | $ 1 | ||
Proceeds from issuance of warrants | $ 3,900,250 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | |||||
Oct. 21, 2021 | Mar. 27, 2021 | Mar. 11, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | ||
Stock issued during period, Value, Issued for services | [1] | $ 25,000 | ||||||
Stock issued during period, Shares | 1,500,000 | |||||||
IPO [Member] | ||||||||
Stock issued during period, Shares | 11,500,000 | |||||||
Working Capital Loans [Member] | Working Capital Warrants [Member] | ||||||||
Debt instrument, Convertible, Carrying amount of equity component | $ 1,500,000 | |||||||
Debt instrument, Convertible, Conversion price | $ 1.5 | |||||||
Caltech Trading Corp [Member] | Forward Purchase Units [Member] | IPO [Member] | ||||||||
Purchase of units issued | $ 9,000,000 | |||||||
Purchase of units issued per share | $ 10 | |||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||
Debt instrument, Face amount | $ 400,000 | |||||||
Notes payable, Related parties, Current | $ 141,768 | |||||||
Sponsor [Member] | General And Administrative Services [Member] | ||||||||
Related party transaction, Amount of transaction | $ 5,000 | |||||||
Sponsor And Initial Stockholders [Member] | Common Stock [Member] | ||||||||
Sale of Stock, Percentage of Ownership after Transaction | 20% | |||||||
Representative [Member] | Minimum [Member] | ||||||||
Liquidation rights waived On Failure Of Business Combination | 12 months | |||||||
Representative [Member] | Maximum [Member] | ||||||||
Liquidation rights waived On Failure Of Business Combination | 18 months | |||||||
Common Class B [Member] | Common Stock [Member] | ||||||||
Stock issued during period, Shares, Issued for services | [1] | 2,875,000 | ||||||
Stock issued during period, Value, Issued for services | [1] | $ 288 | ||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Stock issued during period, Shares, Issued for services | 2,875,000 | |||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||||
Shares are subject to forfeiture | 375,000 | |||||||
Percentage of common stock issued and outstanding | 20% | |||||||
Common Class B [Member] | Sponsor [Member] | Jenny Junkeer Chief Financial Officer [Member] | ||||||||
Sale of stock, Number of shares issued in transaction | 15,000 | |||||||
Sale of stock, Price per share | $ 0.009 | |||||||
Common Class B [Member] | Sponsor [Member] | Michael Tomczyk Independent Director [Member] | ||||||||
Sale of stock, Number of shares issued in transaction | 10,000 | |||||||
Sale of stock, Price per share | $ 0.009 | |||||||
Common Class B [Member] | Sponsor [Member] | Robin Meister Independent Director [Member] | ||||||||
Sale of stock, Number of shares issued in transaction | 10,000 | |||||||
Sale of stock, Price per share | $ 0.009 | |||||||
Common Class B [Member] | Sponsor [Member] | Lynn Perkins Independent Director [Member] | ||||||||
Sale of stock, Number of shares issued in transaction | 10,000 | |||||||
Sale of stock, Price per share | $ 0.009 | |||||||
Common Class B [Member] | Sponsor [Member] | ARC Capita [Member] | ||||||||
Sale of stock, Number of shares issued in transaction | 50,000 | |||||||
Sale of stock, Price per share | $ 0.009 | |||||||
Common Class B [Member] | Initial Stockholders [Member] | Restriction On Transfer [Member] | ||||||||
Percentage of shares subject to lock in | 50% | |||||||
Lock in period for shares | 6 months | |||||||
Number of trading days for determining the share price | 20 days | |||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||
Percentage of shares subject to lock in, Remaining shares | 50% | |||||||
Lock in period for remaining shares | 6 months | |||||||
Common Class B [Member] | Initial Stockholders [Member] | Restriction On Transfer [Member] | Share Price Equals Or Exceeds Twelve USD [Member] | ||||||||
Share price | $ 12 | |||||||
Representative Shares [Member] | ||||||||
Stock issued during period, Shares | 57,500 | |||||||
[1]Includes an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Oct. 21, 2021 USD ($) shares | Oct. 18, 2021 Demand | Jun. 30, 2022 | Jun. 30, 2022 | Oct. 31, 2021 | |
Commitments And Contingencies [Line Items] | |||||
Number of months from closing of a business combination determing ending period | 12 months | ||||
Threshold years from the effective date of the registration statement determining right of first refusal | 3 years | ||||
Stock Issued During Period, Shares, New Issues | shares | 1,500,000 | ||||
Deferred Underwriting Commissions | $ 3,737,500 | ||||
Underwriting Fees | $ 1,437,500 | ||||
Percentage Of Underwriting Discount | 1.25% | ||||
Percentage Of Deferred Underwriting Discount | 3.25% | ||||
Registration Rights [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of demands that can be made | Demand | 2 | ||||
Period beginning on the effective date of the initial public offering during which demand registration can be made | 5 years | ||||
Commencing period determining registration rights exercise | 3 months | ||||
Period beginning on the effective date of the initial public offering during which participation take place | 7 years |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Mar. 05, 2021 | Jun. 30, 2022 | Jul. 16, 2021 | |
Derivative [Line Items] | |||
Minimum notice period to be given to the holders of warrant prior to redemption | 30 days | ||
Caltech Trading [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Price per unit to be issued pursuant to agreement | $ 10 | ||
Caltech Trading [Member] | Minimum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Number of units to be issued pursuant to agreement | 8,000,000 | ||
Units To Be Issued Pursuant To Agreement Value | $ 80 | ||
Caltech Trading [Member] | Maximum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Number of units to be issued pursuant to agreement | 9,000,000 | ||
Units To Be Issued Pursuant To Agreement Value | $ 90 | ||
Public Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights period after which the warrants are excercisable from the date of consummation of business combination | 30 days | ||
Percentage of warrants to be settled in shares for the price of warrants to be reduced | 70% | ||
Class of warrants or rights warrants issued during the period units | 9,650,250 | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights term | 5 years | ||
Shares issued, price per share | $ 11.5 | ||
Percentage of proceeds from equity issuance to be used for consummating business combination | 60% | ||
Consecutive trading day period for determining the volume weighted average price per share | 10 days | ||
Weighted volume average price per share | $ 9.2 | ||
Adjusted exercise price of warrants percentage | 115% | ||
Adjusted share price percentage | 180% | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants One [Member] | |||
Derivative [Line Items] | |||
Share Price | $ 18 | ||
Class of warrants or rights redemption price per warrant | $ 0.01 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants Two [Member] | |||
Derivative [Line Items] | |||
Share Price | $ 10 | ||
Private Placement Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Common Class A [Member] | Public Warrants [Member] | |||
Derivative [Line Items] | |||
Period within which registration statement shall be filed with securities exchange commission from the date of consummation of initial business combination | 20 days | ||
Period within which registration statement shall be effective with securities exchange commission from the date of consummation of initial business combination | 60 days |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] | Jun. 30, 2022 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 575,000 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 2,323,151 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 575,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 546,035 |
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 575,000 |
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 546,035 |
Forward Purchase Agreement Liability [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Forward Purchase Agreement Liability [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Forward Purchase Agreement Liability [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 1,777,116 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Significant Inputs to the Black-Scholes Option Pricing Model for the Fair Value of the Founder Warrants (Detail) | Jun. 30, 2022 yr | Dec. 31, 2021 yr | Oct. 21, 2021 yr |
Exercise price | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | |
Exercise price | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | 11.5 |
Exercise price | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 | 10 |
Volatility | Public Warrants [Member] | Postmerger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 8.4 | 6.5 | |
Volatility | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 2.7 | 8.4 | 6.5 |
Volatility | Forward Purchase Units [Member] | Postmerger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.2 | 8.4 | 6.5 |
Expected term | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.56 | 5.75 | |
Expected term | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.31 | 5.56 | 5.75 |
Expected term | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.31 | 0.56 | 0.75 |
Risk-free rate | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 1.3 | 1.33 | |
Risk-free rate | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 2.97 | 1.3 | 1.33 |
Risk-free rate | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 1.89 | 0.21 | 0.09 |
Probability of acquisition | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 100 | 100 | |
Probability of acquisition | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 60 | 100 | 100 |
Probability of acquisition | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 100 | 100 | 100 |
Dividend yield | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Dividend yield | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
Dividend yield | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value (Detail) - IPO [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | $ 1,521,098 |
Change in fair value of warrant liabilities | (975,063) |
Fair value , ending balance | 546,035 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | 2,185,000 |
Change in fair value of warrant liabilities | (1,610,000) |
Fair value , ending balance | 575,000 |
Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | 3,706,098 |
Change in fair value of warrant liabilities | (2,585,063) |
Fair value , ending balance | 1,121,035 |
Forward Purchase Units [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | 1,726,908 |
Change in fair value of warrant liabilities | 50,208 |
Fair value , ending balance | $ 1,777,116 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Number Of Shares Entitles For Each Right Held | one-tenth (1/10) | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | |
Common Stock, Shares, Issued | 57,500 | 57,500 |
Common Stock, Shares, Outstanding | 57,500 | 57,500 |
Temporary equity shares outstanding | 11,500,000 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | |
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
Common Stock Converted | one-for-one |