Document And Entity Information
Document And Entity Information - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | NewHold Investment Corp. II | ||
Trading Symbol | NHIC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001852931 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40944 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2298898 | ||
Entity Address, Address Line One | 12141 Wickchester Lane | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77079 | ||
City Area Code | (212) | ||
Local Phone Number | 653-0153 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York | ||
Auditor Firm ID | 100 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 19,490,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 4,872,500 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
ASSETS | |
Cash | $ 1,972,000 |
Prepaid expenses | 708,000 |
Total current assets | 2,680,000 |
Non-current assets – | |
Cash and investments held in Trust | 196,865,000 |
Total assets | 199,545,000 |
Current liabilities – | |
Accounts payable (includes approximately $82,000 of offering costs including approximately $12,000 payable to the Sponsor) | 108,000 |
Accrued liabilities and taxes | 203,000 |
Total current liabilities | 311,000 |
Other liabilities – Deferred underwriting compensation | 6,822,000 |
Total liabilities | 7,133,000 |
Commitments and contingencies | |
Class A common shares subject to possible redemption, $0.0001 par value; 19,490,000 shares issued and outstanding (at $10.10 per share redemption value) | 196,849,000 |
Stockholder’s deficit: | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding | |
Class A common stock, $0.0001 par value, 45,000,000 shares authorized, no shares issued or outstanding (excluding 19,490,000 common shares subject to possible redemption) | |
Class B common stock, $0.0001 par value, 6,000,000 shares authorized, 4,872,500 issued and outstanding | 1,000 |
Additional paid-in-capital | |
Accumulated deficit | (4,438,000) |
Total stockholder’s (deficit) | (4,437,000) |
Total liabilities and stockholder’s (deficit) | $ 199,545,000 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021USD ($)$ / sharesshares |
Offering costs (in Dollars) | $ | $ 82,000 |
Sponsor payable (in Dollars) | $ | $ 12,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Shares subject to possible redemption shares issued | 19,490,000 |
Redemption value per share (in Dollars per share) | $ / shares | $ 10.1 |
Shares subject to possible redemption per share (in Dollars per share) | $ / shares | $ 0.0001 |
Shares subject to possible redemption shares outstanding | 19,490,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 45,000,000 |
Common stock, shares issued | |
Common stock, shares outstanding | |
Class B Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 6,000,000 |
Common stock, shares issued | 4,872,500 |
Common stock, shares outstanding | 4,872,500 |
Statement of Operations
Statement of Operations | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Revenues | |
General and administrative expenses | 429,000 |
Net loss from operations | 429,000 |
Interest income on Trust Account | 16,000 |
Net loss attributable to common shares | $ (413,000) |
Class A Common Stock | |
Weighted average common shares outstanding - basic and diluted (in Shares) | shares | 4,249,548 |
Net loss per common share – basic and diluted (in Dollars per share) | $ / shares | $ (0.05) |
Class B Common Stock | |
Weighted average common shares outstanding - basic and diluted (in Shares) | shares | 4,579,000 |
Net loss per common share – basic and diluted (in Dollars per share) | $ / shares | $ (0.05) |
Statement of Changes in Stockho
Statement of Changes in Stockholder's Deficit - 10 months ended Dec. 31, 2021 - USD ($) | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 24, 2021 | ||||
Balance (in Shares) at Feb. 24, 2021 | ||||
Sale of Class B common stock to Sponsor at approximately $0.005 per share | $ 1,000 | 24,000 | 25,000 | |
Sale of Class B common stock to Sponsor at approximately $0.005 per share (in Shares) | 5,031,250 | |||
Sale of 9,254,705 Private Placement Warrants at $1.00 per warrant | 9,254,000 | 9,254,000 | ||
Fair value in excess of cost of 1,635,126 shares forfeited by Sponsor and purchased by Anchor investors | 8,019,000 | 8,019,000 | ||
Forfeiture to the Company of 31,250 shares of Class B common shares upon underwriters’ partial exercise of their over-allotment option | ||||
Forfeiture to the Company of 31,250 shares of Class B common shares upon underwriters’ partial exercise of their over-allotment option (in Shares) | (158,750) | |||
Fair value of Public Warrants at Issuance | 12,974,000,000,000 | 12,974,000,000,000 | ||
Accretion for Class A common shares subject to redemption value | (30,271,000) | (4,025,000) | (34,296,000) | |
Net loss attributable to common shares | (413,000) | (413,000) | ||
Balance at Dec. 31, 2021 | $ 1,000 | $ (4,438,000) | $ 4,437,000 | |
Balance (in Shares) at Dec. 31, 2021 | 4,872,500 |
Statement of Changes in Stock_2
Statement of Changes in Stockholder's Deficit (Parentheticals) | 10 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of common stock per share (in Dollars per share) | $ / shares | $ 0.005 |
Sale of Private Placement Warrants | 9,254,705 |
Sale of warrant per share price (in Dollars per share) | $ / shares | $ 1 |
Excess of cost forfeited, shares | 1,635,126 |
Forfeiture shares of class B common shares | 31,250 |
Statement of Cash Flows
Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (413,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income retained in the Trust Account | (16,000) |
Changes in operating assets and liabilities: | |
Increase in prepaid expenses | (708,000) |
Increase in accounts payable (excluding offering costs of $82,000) | 27,000 |
Increase in accrued liabilities and taxes | 203,000 |
Net cash used in operating activities | (907,000) |
Cash flows from investing activities: | |
Cash deposited in Trust Account | (196,849,000) |
Net cash used in investing activities | (196,849,000) |
Cash flows from financing activities: | |
Proceeds from sale of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to Sponsor | 85,000 |
Proceeds from sale of Units to the public | 194,900,000 |
Proceeds from sale of Private Placement Warrants | 9,254,000 |
Payment of underwriting discounts | (3,898,000) |
Payment of offering costs | (553,000) |
Payment of note payable to Sponsor | (85,000) |
Net cash provided by financing activities | 199,728,000 |
Net increase in cash | 1,972,000 |
Cash at beginning of period | |
Cash at end of period | 1,972,000 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriters’ compensation | 6,822,000 |
Offering costs included in accounts payable | 82,000 |
Fair value of founder shares issued over cost to Anchor Investors | $ 8,019,000 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parentheticals) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Offering costs | $ 82,000 |
Description of Organization and
Description of Organization and Business Operations | 10 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: NewHold Investment Corp. II (the “Company”) was incorporated in Delaware on February 25, 2021 as NewHold Industrial Corp. II. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2021, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) to December 31, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company expects to generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Financing: The Company’s sponsor is NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $194,900,000 Public Offering (Note 3) and a $9,254,705 private placement (Note 4), including the partial exercise of the underwriters’ over-allotment option. Upon the closing of the Public Offering and the private placement, $196,849,000 was held in a trust account (the “Trust Account”). The Trust Account: The funds in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations and up to $250,000 per year for working capital purposes, if any, (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the ability of holders of the public shares to seek redemption in connection with the Company’s initial Business Combination or the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering, April 25, 2023, (or 24 months from the closing of the Public Offering if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 18-month period) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering (or 24 months from the closing of the Public Offering if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 18-month period), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less deferred underwriting commissions and any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released for working capital, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the rules of The Nasdaq Global Market. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially $10.10 per public common share ($196,849,000 deposited in the Trust Account divided by 19,490,000 public shares including the underwriters partial exercise their over-allotment option). The Company will have 18 months from the closing date of the Public Offering, until April 25, 2023 (or 24 months from the closing of the Public Offering if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 18-month period). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 18 months from the closing of the Public Offering, until April 25, 2023 (or 24 months from the closing of the Public Offering if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 18-month period). In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The financial statements of the Company are presented in U.S. dollars and has been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of December 31, 2021, management has determined that the Company’s current liquidity, including the closing of the Public Offering is sufficient to fund the working capital needs of the Company until more than one year from the date of issuance of these financial statements. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income or Loss per Common Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of common shares outstanding during the period plus, to the extent dilutive, the incremental number of common shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,999,705 Class A common shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the period presented. The Company has two classes of shares, which are referred to as Class A common shares and Class B common shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the respective period. The following table reflects the net loss per share for the period from February 25, 2021 (inception) to December 31, 2021 after allocating income between the shares based on outstanding shares. Class A Class B Numerator: Basic and diluted net income per common share: Allocation of net loss – basic and diluted $ 181,000 $ 232,000 Denominator: Basic and diluted weighted average common shares: 3,556,000 4,579,000 Basic and diluted net loss per common share $ (0.05 ) $ (0.05 ) Accounting for Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued in connection with the Company’s Public Offering, pursuant to the warrant agreements, qualify for equity accounting treatment. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. 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 as of December 31, 2021 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. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $19,374,000 including Company costs of approximately $635,000 together with $10,720,000 of underwriters’ discount and approximately $8,019,000 in fair value over cost of Sponsor shares forfeited and purchased by anchor investors in connection with their investment in the Company. Such costs have been allocated to the redeemable Class A common stock subject to redemption issued upon completion of the Public Offering. None of the Public Warrants or Private Placement Warrants are classified as liabilities and so there is no charge to operations for costs related to their issuance. Class A Common Stock Subject to Possible Redemption: All of the 19,490,000 shares of Class A common stock sold as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the shares of Class A common stock are redeemable, all of the shares will be recorded as Class A common stock subject to redemption on the Company’s balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by adjustments to additional paid-in capital. Accordingly, at December 31, 2021, all of the 19,490,000 Public Shares were classified outside of permanent equity. Class A common stock subject to redemption consist of: Gross proceeds of Public Offering $ 194,900,000 Less: Offering costs (32,347,000 ) Plus: Accretion of carrying value to redemption value 34,296,000 Class A common shares subject to redemption $ 196,849,000 Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from February 25, 2021 (inception) to December 31, 2021 the Company recorded income tax expense of $-0- because the cost of deductible franchise taxes exceeded the interest income earned on the Trust Account so there was no income for tax purposes. The Company’s effective tax rate for the period from February 25, 2021 (inception) to December 31, 2021 was -0-% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. At December 31, 2021, the Company has a deferred tax asset of approximately $60,000 primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB ASC 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. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after December 31, 2021, the balance sheet date, up to the date that the financial statements were available to be issued. Based upon this review, the Company has concluded that all such events and transactions that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Public Offering
Public Offering | 10 Months Ended |
Dec. 31, 2021 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3 — PUBLIC OFFERING On October 25, 2021 and October 29, 2021, the Company closed on the sale of an aggregate 19,490,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-half of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of our Class A common stock for $11.50 per share as further discussed in Note 5. The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions and on October 29, 2021, the underwriter exercised its option and purchased 1,990,000 units. The Warrants that were issued in connection with 1,990,000 over-allotment units are identical to the public Warrants and have no net cash settlement provisions. The Company paid an underwriting discount of 2.0% of the per Unit price to the underwriters, an aggregate fee of $3,898,000, at the closings of the Public Offering with an additional fee (the “Deferred Discount”) of 3.5% ($6,821,500 including the underwriters’ over-allotment option exercise) of the gross offering proceeds payable upon the consummation of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Certain funds and accounts managed by UBS O’Connor LLC, Magnetar Financial LLC, Kepos Capital LP, Meteora Capital Partners, L.P., Polar Asset Management Partners Inc., Sandia Investment Management L.P., Radcliffe Capital Management, L.P., RiverNorth Capital Management, LLC, Highbridge Capital Management, LLC, Marshall Wace LLP, Aristeia Capital, L.L.C. and Periscope Capital Inc. (collectively, the “anchor investors”) purchased an aggregate of $172,900,000 of units in the Public Offering, the full amount required for them not to forfeit any of their Founder Shares purchased. The excess of the fair value of the Founder Shares purchased by the anchor investors of approximately $8,019,000 has been determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost has been allocated to the Public Shares and Public Warrants (being accounted for as equity instruments) and was charged to the carrying value of the Class A Common Stock upon the completion of the Public Offering. |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares In February 2021, the Sponsor purchased 5,031,250 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.005 per share (up to 656,250 of which were subject to forfeiture by the Sponsor to the extent the underwriters’ over-allotment option is not exercised in full by the underwriters’). The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering. The forfeiture would be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the initial stockholders will own 20.0% of the Company’s issued and outstanding shares of common stock after the Public Offering. In connection with the Public Offering 158,750 Founder Shares were forfeited in December in connection with the underwriters’ partial exercise of their over-allotment option. See also Notes 3 and 5. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. The Company’s sponsor forfeited 1,635,126 Founder Shares and the anchor investors purchased 1,635,126 Founder Shares in connection with the Public Offering and the anchor investors investment. The excess of the fair value of the Founder Shares purchased by the anchor investors of approximately $8,019,000 was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, offering costs allocated to the Public Shares and Public Warrants (being accounted for as equity instruments) were charged to temporary equity upon the completion of the Public Offering. The fair value of the Founder Shares was determined based upon 18 months to acquisition, 3.37% discount rate, 65% probability of acquisition, 21.3% discount for lack of marketability and results in a per share fair value of $4.87. Private Placement Warrants In October 2021, the Sponsor and certain funds and accounts managed by UBS O’Connor LLC, Magnetar Financial LLC, and Kepos Capital LP purchased from the Company, collectively, an aggregate of 9,254,705 warrants at a price of $1.00 per warrant, a purchase price of $9,254,705 including the underwriter’s partial exercise of their overallotment option, in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants will be added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless. Registration Rights The Company’s initial stockholders and the holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement entered into on the date of the prospectus for the Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the Public registration rights agreement. Related Party Loans On March 5, 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable promptly after the earlier of the date on which the Company consummates the Public Offering and the date on which the Company determines not to conduct the Public Offering. As of October 25, 2021, the Sponsor had loaned $85,000 to the Company under the Note, On October 25, 2021, the Note was repaid in full upon the consummation of the Public Offering and no amounts were outstanding or available to be borrowed at December 31, 2021. At December 31, 2021, the Company owes approximately $12,000 to the Sponsor for costs incurred in connection with the Public Offering. If the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors make any loans to the Company to finance the transaction costs of an intended initial business combination, up to $100,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2021 no such loans had been made to the Company. Administrative Support Agreement In connection with the Public Offering, the Company agreed to pay $25,000 a month for office space, utilities and secretarial and administrative support to the Sponsor. Services commenced on the date the securities are first listed on The Nasdaq Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. For the period since the commencement of services through December 31, 2021, the Company incurred approximately $56,000 under this agreement, all of which had been paid, and no amounts were payable, at December 31, 2021. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT | NOTE 5 — TRUST ACCOUNT AND FAIR VALUE MEASUREMENT The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the Private Placement, a total of $196,849,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At December 31, 2021, the proceeds of the Trust Account were invested primarily in U.S. government Treasury bills maturing on January 27, 2022 and yielding interest of less than 0.1% per year. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying December 31, 2021 balance statement and adjusted for the amortization of discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2021 consisted of U.S. government treasury bills and money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Carrying value at Gross Unrealized Quoted Price Assets: Cash (less than $1,000) - - - U.S. government treasury bills $ 196,865,000 $ 3,000 $ 196,868,000 Upon maturity on January 27, 2022, the Company reinvested the proceeds in a U.S. government treasury bill maturing on April 28, 2022. |
Stockholder's Deficit
Stockholder's Deficit | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDER’S DEFICIT | NOTE 6 — STOCKHOLDER’S DEFICIT Common Stock According to an amendment to the Company’s certificate of incorporation that was filed with the Secretary of State of the State of Delaware on March 1, 2021, the Company is authorized to issue 51,000,000 shares of common stock, including 45,000,000 shares of Class A common stock, par value, $0.0001 and 6,000,000 shares of Class B common stock par value $0.0001. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s Class A and Class B common stock vote together as a single class and are entitled to one vote for each share of Class A and Class B common stock. At December 31, 2021 there were 4,872,500 shares of Class B common stock issued and outstanding, and no shares of Class A common stock issued or outstanding. The Class B common shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Class B common shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail in Note 4. Public Warrants As of December 31, 2021, there were 9,745,000 Public Warrants and 9,254,705 Private Placement Warrants outstanding (an aggregate of warrants to purchase 18,999,705 Class A common shares). Each whole Warrant issued in the Public Offering is exercisable to purchase one share of our Class A common stock for $11.50 per share. Only whole Warrants may be exercised. Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the 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 warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 30 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement. The Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “newly issued price”), the exercise price of the Warrants and the Private Placement Warrants (as defined below) will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis”, so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the holders of our Founder Shares or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. Redemption of Warrants: ● 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 to each warrant holder; and ● if, and only if, the last reported sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those of Class A common stock is available throughout the 30-day redemption period or the Company has elected to require the exercise of the warrants on a “cashless basis.” If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company is unable to complete a Business Combination within 18 months from the closing date of the Public Offering (or 24 months under certain circumstances as discussed in Note 1), and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. Private Placement Warrants See Note 4 – Related Party Transactions. Preferred Stock According to an amendment to the Company’s certificate of incorporation that was filed with the Secretary of State of the State of Delaware on March 1, 2021, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021 there were no shares of preferred stock issued or outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 10 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties — COVID-19 Risks and uncertainties — Hostilities in Ukraine |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The financial statements of the Company are presented in U.S. dollars and has been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of December 31, 2021, management has determined that the Company’s current liquidity, including the closing of the Public Offering is sufficient to fund the working capital needs of the Company until more than one year from the date of issuance of these financial statements. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Net Income or Loss per Common Share | Net Income or Loss per Common Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of common shares outstanding during the period plus, to the extent dilutive, the incremental number of common shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,999,705 Class A common shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the period presented. The Company has two classes of shares, which are referred to as Class A common shares and Class B common shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the respective period. The following table reflects the net loss per share for the period from February 25, 2021 (inception) to December 31, 2021 after allocating income between the shares based on outstanding shares. |
Accounting for Warrants | Accounting for Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued in connection with the Company’s Public Offering, pursuant to the warrant agreements, qualify for equity accounting treatment. |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. 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 as of December 31, 2021 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. |
Offering Costs | Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $19,374,000 including Company costs of approximately $635,000 together with $10,720,000 of underwriters’ discount and approximately $8,019,000 in fair value over cost of Sponsor shares forfeited and purchased by anchor investors in connection with their investment in the Company. Such costs have been allocated to the redeemable Class A common stock subject to redemption issued upon completion of the Public Offering. None of the Public Warrants or Private Placement Warrants are classified as liabilities and so there is no charge to operations for costs related to their issuance. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption: All of the 19,490,000 shares of Class A common stock sold as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the shares of Class A common stock are redeemable, all of the shares will be recorded as Class A common stock subject to redemption on the Company’s balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by adjustments to additional paid-in capital. Accordingly, at December 31, 2021, all of the 19,490,000 Public Shares were classified outside of permanent equity. Class A common stock subject to redemption consist of: Gross proceeds of Public Offering $ 194,900,000 Less: Offering costs (32,347,000 ) Plus: Accretion of carrying value to redemption value 34,296,000 Class A common shares subject to redemption $ 196,849,000 |
Income Taxes | Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from February 25, 2021 (inception) to December 31, 2021 the Company recorded income tax expense of $-0- because the cost of deductible franchise taxes exceeded the interest income earned on the Trust Account so there was no income for tax purposes. The Company’s effective tax rate for the period from February 25, 2021 (inception) to December 31, 2021 was -0-% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. At December 31, 2021, the Company has a deferred tax asset of approximately $60,000 primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB ASC 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. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after December 31, 2021, the balance sheet date, up to the date that the financial statements were available to be issued. Based upon this review, the Company has concluded that all such events and transactions that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of net loss per share | Class A Class B Numerator: Basic and diluted net income per common share: Allocation of net loss – basic and diluted $ 181,000 $ 232,000 Denominator: Basic and diluted weighted average common shares: 3,556,000 4,579,000 Basic and diluted net loss per common share $ (0.05 ) $ (0.05 ) |
Schedule of class A common stock subject to redemption | Gross proceeds of Public Offering $ 194,900,000 Less: Offering costs (32,347,000 ) Plus: Accretion of carrying value to redemption value 34,296,000 Class A common shares subject to redemption $ 196,849,000 |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values of its investments in active markets for identical assets or liabilities | Description Carrying value at Gross Unrealized Quoted Price Assets: Cash (less than $1,000) - - - U.S. government treasury bills $ 196,865,000 $ 3,000 $ 196,868,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Description of Organization and Business Operations (Details) [Line Items] | |
Proceeds from public offering | $ 194,900,000 |
Proceeds from issuance of private placement warrants | $ 9,254,000 |
Amended and restated certificate, description | The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations and up to $250,000 per year for working capital purposes, if any, (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the ability of holders of the public shares to seek redemption in connection with the Company’s initial Business Combination or the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering, April 25, 2023, (or 24 months from the closing of the Public Offering if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 18-month period) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering (or 24 months from the closing of the Public Offering if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 18-month period), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the Company’s public stockholders. |
Trust account, percentage | 80.00% |
Business combination of redeem shares | $ 5,000,001 |
Trust account, description | ” The amount in the Trust Account is initially $10.10 per public common share ($196,849,000 deposited in the Trust Account divided by 19,490,000 public shares including the underwriters partial exercise their over-allotment option). |
Business combination, description | If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. |
Private Placement [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Proceeds from issuance of private placement warrants | $ 9,254,705 |
Trust account deposit | $ 196,849,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Subject to forfeiture share (in Shares) | shares | 18,999,705 |
Federal depository insurance coverage | $ 250,000 |
Total public offering | 19,374,000 |
Tangible assets less intangible assets and liabilities | $ 5,000,001 |
Number of public shares (in Shares) | shares | 19,490,000 |
Deferred tax asset | $ 60,000 |
Class A Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ordinary shares issued (in Shares) | shares | 19,490,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of net loss per share | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A [Member] | |
Basic and diluted net income per common share: | |
Allocation of net loss – basic and diluted | $ | $ 181,000 |
Denominator: | |
Basic and diluted weighted average common shares: | shares | 3,556,000 |
Basic and diluted net loss per common share | $ / shares | $ (0.05) |
Class B [Member] | |
Basic and diluted net income per common share: | |
Allocation of net loss – basic and diluted | $ | $ 232,000 |
Denominator: | |
Basic and diluted weighted average common shares: | shares | 4,579,000 |
Basic and diluted net loss per common share | $ / shares | $ (0.05) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock subject to redemption | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of class A common stock subject to redemption [Abstract] | |
Gross proceeds of Public Offering | $ 194,900,000 |
Less: Offering costs | (32,347,000) |
Plus: Accretion of carrying value to redemption value | 34,296,000 |
Class A common shares subject to redemption | $ 196,849,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 10 Months Ended | |
Oct. 29, 2021 | Oct. 25, 2021 | Dec. 31, 2021 | |
Public Offering | |||
Public offering, description | the Company closed on the sale of an aggregate 19,490,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-half of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of our Class A common stock for $11.50 per share as further discussed in Note 5. | the Company closed on the sale of an aggregate 19,490,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-half of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of our Class A common stock for $11.50 per share as further discussed in Note 5. | |
Shares issued, description | The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions and on October 29, 2021, the underwriter exercised its option and purchased 1,990,000 units. The Warrants that were issued in connection with 1,990,000 over-allotment units are identical to the public Warrants and have no net cash settlement provisions. | ||
Underwriting discount percentage | 2.00% | ||
Aggregate fee | $ 3,898,000 | ||
Underwriting commission rate | 3.50% | ||
Proposed offering aggregate fee | $ 6,821,500 | ||
Purchased aggregate units amount | 172,900,000 | ||
Offering cost | $ 8,019,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 05, 2021 | Feb. 28, 2021 | Dec. 31, 2021 |
Related Party Transactions (Details) [Line Items] | |||
Discount rate | 3.37% | ||
Probability percentage | 65.00% | ||
Lack of marketability percentage | 21.30% | ||
Fair value per share (in Dollars per share) | $ 4.87 | ||
Aggregate warrants share (in Shares) | 9,254,705 | ||
Warrants per share (in Dollars per share) | $ 1 | ||
Purchase price | $ 9,254,705 | ||
Price per share (in Dollars per share) | $ 11.5 | ||
Aggregate loan amount | $ 300,000 | ||
Sponsor value | $ 85,000 | ||
Sponsor costs | 12,000 | ||
Working capital loans | 100,000 | ||
Office equipment fees | 25,000 | ||
Under agreement amount | $ 56,000 | ||
Founder Shares [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Forfeit shares (in Shares) | 1,635,126 | ||
Purchase of founder Shares (in Shares) | 1,635,126 | ||
Over-Allotment Option [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Sponsor extent underwriters (in Shares) | 656,250 | ||
Issued and outstanding shares of common stock | 20.00% | ||
Founder shares were forfeited (in Shares) | 158,750 | ||
Aggregate of founder shares (in Shares) | 8,019,000 | ||
Private Placement [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Warrants per share (in Dollars per share) | $ 1 | ||
Class B Common Stock [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Common stock purchase, shares (in Shares) | 5,031,250 | ||
Common stock, par value (in Dollars per share) | $ 0.005 | ||
Class B Common Stock [Member] | Founder Shares [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Common stock purchase | $ 25,000 | ||
Class A Common Stock [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Sale price per share (in Dollars per share) | 12 | ||
Price per share (in Dollars per share) | $ 11.5 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Trust Account and Fair Value Measurement (Details) [Line Items] | |
Maturity date | Jan. 27, 2022 |
Interest rate percentage | 0.10% |
U.S. Government Treasury [Member] | |
Trust Account and Fair Value Measurement (Details) [Line Items] | |
Maturity term | 185 days |
Private Placement [Member] | |
Trust Account and Fair Value Measurement (Details) [Line Items] | |
Deposited into the trust account | $ 196,849,000 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement (Details) - Schedule of fair values of its investments in active markets for identical assets or liabilities - USD ($) | 10 Months Ended | |
Dec. 30, 2021 | Dec. 31, 2021 | |
Cash [Member] | ||
Assets: | ||
Carrying value | ||
Gross Unrealized Holding Gains | ||
U.S. Government Treasury Bills [Member] | ||
Assets: | ||
Carrying value | 196,865,000 | |
Gross Unrealized Holding Gains | $ 3,000 | |
Level 1 [Member] | Cash [Member] | ||
Assets: | ||
Quoted Price Prices in Active Markets | ||
Level 1 [Member] | U.S. Government Treasury Bills [Member] | ||
Assets: | ||
Quoted Price Prices in Active Markets | $ 196,868,000 |
Trust Account and Fair Value _5
Trust Account and Fair Value Measurement (Details) - Schedule of fair values of its investments in active markets for identical assets or liabilities (Parentheticals) | Dec. 31, 2021USD ($) |
Schedule of fair values of its investments in active markets for identical assets or liabilities [Abstract] | |
Cash | $ 1,000 |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) - USD ($) | Mar. 01, 2021 | Dec. 31, 2021 |
Stockholder's Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 51,000,000 | |
Common stock, voting rights | Holders of the Company’s Class A and Class B common stock vote together as a single class and are entitled to one vote for each share of Class A and Class B common stock. | |
Subject to forfeiture | 4,872,500 | |
Aggregate of warrants to purchase common shares | 18,999,705 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Expiration term | 5 years | |
Newly issued price | 115.00% | |
Warrants, description | ●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 to each warrant holder; and ●if, and only if, the last reported sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock issued and outstanding, description | As of December 31, 2021 there were no shares of preferred stock issued or outstanding. | |
Public Warrants [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Issued warrants (in Dollars) | $ 9,745,000 | |
Private Placement Warrants [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Issued warrants (in Dollars) | $ 9,254,705 | |
Class A Common Stock [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 45,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Per share, price (in Dollars per share) | $ 11.5 | |
Exercise price (in Dollars per share) | 11.5 | |
Effective issue price (in Dollars per share) | $ 9.2 | |
Class B Common Stock [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 6,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares outstanding | 4,872,500 |