Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Dec. 23, 2021 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity Registrant Name | FOCUS IMPACT ACQUISITION CORP. | ||
Entity Central Index Key | 0001854480 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-40977 | ||
Entity Tax Identification Number | 86-2433757 | ||
Entity Address, Address Line One | 250 Park Avenue Ste 911 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10177 | ||
City Area Code | 212 | ||
Local Phone Number | 213-0243 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 227.7 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Units [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, 0.0001 par value, and one-half of one warrant | ||
Trading Symbol | FIACU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A common stock included as part of the units | ||
Trading Symbol | FIAC | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Redeemable Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of 11.50 | ||
Trading Symbol | FIACW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 1,393,939 |
Prepaid expenses | 462,845 |
Total current asset | 1,856,784 |
Prepaid expenses, non-current | 356,689 |
Investment held in Trust Account | 234,603,156 |
Total assets | 236,816,629 |
Current liabilities: | |
Accrued offering costs and expenses | 656,314 |
Taxes payable | 170,959 |
Total current liabilities | 827,273 |
Warrant liability | 11,804,000 |
Deferred underwriting commissions | 8,650,000 |
Total liabilities | 21,281,273 |
Commitments and Contingencies (Note 6) | |
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20 per share | 234,600,000 |
Stockholders' Deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (19,065,219) |
Total stockholders' deficit | (19,064,644) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 236,816,629 |
Class A Common Stock [Member] | |
Current liabilities: | |
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20 per share | 234,600,000 |
Stockholders' Deficit: | |
Common stock - $0.0001 par value | 0 |
Class B Common Stock [Member] | |
Stockholders' Deficit: | |
Common stock - $0.0001 par value | $ 575 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Stockholders' Deficit: | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Common Stock [Member] | |
Liabilities and Stockholders' Deficit | |
Common stock subject to possible redemption (in shares) | 23,000,000 |
Common stock, redemption value (in dollars per share) | $ / shares | $ 10.20 |
Stockholders' Deficit: | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 |
Common stock, shares issued (in shares) | 0 |
Common stock, shares outstanding (in shares) | 0 |
Class B Common Stock [Member] | |
Stockholders' Deficit: | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 50,000,000 |
Common stock, shares issued (in shares) | 5,750,000 |
Common stock, shares outstanding (in shares) | 5,750,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Loss from Operations | |
Formation and operating cost | $ 431,275 |
Loss from operations | (431,275) |
Other Income (Expense) | |
Warrant transaction costs | (509,712) |
Change in fair value of warrant liabilities | 4,767,000 |
Income from trust account | 3,156 |
Total other income | 4,260,444 |
Net income | $ 3,829,169 |
Basic weighted average shares outstanding (in shares) | shares | 4,915,068 |
Diluted weighted average shares outstanding (in shares) | shares | 4,915,068 |
Basic net income (loss) per common share (in dollars per share) | $ / shares | $ 0.44 |
Diluted net income (loss) per common share (in dollars per share) | $ / shares | $ 0.44 |
Class A Common Stock Subject to Possible Redemption [Member] | |
Other Income (Expense) | |
Basic weighted average shares outstanding (in shares) | shares | 3,843,836 |
Diluted weighted average shares outstanding (in shares) | shares | 3,843,836 |
Basic net income (loss) per common share (in dollars per share) | $ / shares | $ 0.44 |
Diluted net income (loss) per common share (in dollars per share) | $ / shares | $ 0.44 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT - 10 months ended Dec. 31, 2021 - USD ($) | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Feb. 22, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Feb. 22, 2021 | 0 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to Sponsor | $ 575 | 24,425 | 0 | 25,000 |
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | |||
Sale of 23,000,000 Units through public offering (in shares) | 0 | |||
Sale of 23,000,000 Units through public offering | $ 0 | 229,997,700 | 0 | 229,997,700 |
Sale of 11,200,000 Private Placement Warrants | 0 | 11,200,000 | 0 | 11,200,000 |
Net offering costs | 0 | (12,947,813) | 0 | (12,947,813) |
Initial fair value of warrant liability | 0 | (16,571,000) | 0 | (16,571,000) |
Excess of cash received over fair value of private placement warrants | 0 | 3,024,000 | (3,024,000) | 0 |
Net income | 0 | 0 | 3,829,169 | 3,829,169 |
Class A common stock subject to possible redemption | (214,727,312) | (19,870,388) | (234,597,700) | |
Ending balance at Dec. 31, 2021 | $ 575 | $ 0 | $ (19,065,219) | $ (19,064,644) |
Ending balance (in shares) at Dec. 31, 2021 | 5,750,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT (Parenthetical) - shares | Nov. 01, 2021 | Dec. 31, 2021 |
Private Placement Warrants [Member] | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Warrants issued (in shares) | 11,200,000 | 11,200,000 |
Initial Public Offering [Member] | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Units issued (in shares) | 23,000,000 | 23,000,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 3,829,169 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Transaction costs allocated to warrant liabilities | 509,712 |
Change in fair value of warrant liability | (4,767,000) |
Income from investments held in Trust Account | (3,156) |
Changes in assets and liabilities: | |
Prepaid expenses | (819,534) |
Accrued offering costs and expenses | 656,314 |
Taxes payable | 170,959 |
Net cash used in operating activities | (423,536) |
Cash flows from investing activities: | |
Investments held in Trust | (234,600,000) |
Net cash used in investing activities | (234,600,000) |
Cash flows from financing activities: | |
Proceeds from sale of common stock to Sponsor | 25,000 |
Proceeds from initial public offering, net of costs | 229,192,475 |
Proceeds from private placement | 11,200,000 |
Payment of underwriter discount | (4,000,000) |
Net cash provided by financing activities | 236,417,475 |
Net change in cash | 1,393,939 |
Cash, beginning of the period | 0 |
Cash, end of the period | 1,393,939 |
Supplemental disclosure of cash flow information: | |
Class A common stock subject to possible redemption | 234,600,000 |
Deferred underwriters' discount changed to additional paid-in capital | 8,650,000 |
Initial classification of warrant liability | $ 16,571,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 – Organization and Business Operations Organization and General Focus Impact Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 23, 2021. 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 early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) (as defined 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Sponsor and Financing The Company’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 27, 2021 (the “Effective Date”). On November 1, 2021, the Company consummated its IPO of 23,000,000 units (the “Units”) which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the IPO price to cover over-allotments. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A common stock”), and one-half Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $11,200,000. Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs. Of the offering costs, $509,712 is included within accumulated deficit and $12,947,813 is included in additional paid in capital. Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $234,600,000 has been placed in a trust account (the "Trust Account"), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.20 per share. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, $10.20 per Unit sold in the IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants, are held in a trust account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The trust account is intended as a holding place for funds pending the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does do not complete the initial Business Combination within 18 months from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of the Company’s Class A common stock, and (c) the redemption of the Company’s public shares if the Company has not consummated the initial Business Combination within 18 months from the closing of this offering, subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirement. The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two The Company’s amended and restated certificate of incorporation provides that the Company will have only 18 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within such 18-month period, the Company may seek an amendment to the Company’s amended and restated certificate of incorporation to extend the period of time the Company has to complete an initial Business Combination beyond 18 months. Our amended and restated certificate of incorporation requires that such an amendment be approved by holders of 65% of the Company’s outstanding common stock. If the Company does not complete the initial Business Combination within 18 months from the closing of this offering (or such extended period to complete an initial Business Combination), the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. If the Company submits the initial Business Combination to the Company’s public stockholders for a vote, the Company will complete the initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. 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 by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s franchise and income taxes. This liability will not apply with respect 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 this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such indemnification obligations. None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the IPO will enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date the financial statement is issued and therefore substantial doubt has been alleviated. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock were charged to temporary equity. Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs. Of the offering costs, $509,712 is included within the statement of operations and $12,947,813 is included in temporary equity. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,393,939, and no cash equivalents as of December 31, 2021. Investment Held in Trust Account Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was 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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Net Income Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stockholders. Private and public warrants to purchase 22,700,000 Class A common stock at $11.50 per share were issued on November 1, 2021. No warrants were exercised during the period from February 9, 2021 (inception) through December 31, 2021. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per common stock as the redemption value approximates fair value. For the period from February 23, 2021 through December 31, 2021 Class A Class B Basic diluted net income per share Numerator: Allocation of net income $ 1,684,834 $ 2,144,335 Denominator: Weighted average shares outstanding 3,843,836 4,915,068 Basic and diluted net income per share, redeemable common stock $ 0.44 $ 0.44 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounted for the 22,700,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common Stock Subject to Possible Redemption All of the 23,000,000 common stock sold as part of the Units in the IPO 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 SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (8,395,000 ) Class A common stock issuance costs (12,947,813 ) Plus: Remeasurement adjustment of carrying value to redemption value 25,942,813 Class A common stock subject to possible redemption $ 234,600,000 Recent Accounting Pronouncements In August 2020, 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. On February 23, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company's 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. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On November 1, 2021, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the initial public offering price to cover over-allotments. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-half Following the closing of the IPO on November 1, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Public Warrants Each whole warrant entitles the registered holder to purchase one whole share of the Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of twelve months from the closing of the IPO and 30 days after the completion of the initial Business Combination. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption; • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement On November 1, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $11,200,000. A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. 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 and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On March 15, 2021, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 shares of Class B common stock. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of the IPO. On October 6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000 shares of Class B common stock. The 5,750,000 founder shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the IPO (assuming the Sponsor does not purchase any public shares in the IPO). With the exercise of the over-allotment option by the underwriters, no founder shares are subject to forfeiture. The founder shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing 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 initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Company refers to such transfer restrictions as the lock-up. Promissory Note — Related Party The Sponsor, has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, unsecured and due at the earlier of (i) December 31, 2021, (ii) the date on which the Company consummates the IPO, or (iii) the date on the Company determines to not proceed with such IPO. The Company had borrowed $79,991 under the promissory note and fully repaid it on November 4, 2021. Borrowings under the promissory note are no longer available to the Company. Related Party Loans In order to finance transaction costs in connection with an intended initial 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, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Fees Commencing on the date that the Company’s securities are first listed on the Nasdaq, the Company will agree to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Stockholder Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder agreement to be signed prior to the consummation of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriter Agreement On November 1, 2021, the Company paid a cash underwriting commissions of $4,000,000 or approximately $0.17 per Unit, including the over-allotment option. The underwriters are entitled to deferred underwriting commissions of approximately $0.376 per unit, or $8,650,000 in the aggregate (including the commission related to the underwriters’ exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Recurring Fair Value Measurements [Abstract] | |
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity classification. As such, these financial instruments must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company’s warrant liability for the Private Placement Warrants are based on valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The inputs used to determine the fair value of the Private Warrant liability, is classified within Level 3 of the fair value hierarchy. On December 20, 2021, the Company’s Public Warrants began trading on the Nasdaq Stock Market LLC. The Company’s warrant liability at December 31, 2021 for the Public Warrants is based on unadjusted quoted prices in an active market (the NASDAQ Stock Market LLC) for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. Substantially all of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 234,603,156 $ — $ — Liabilities Public Warrants $ 5,980,000 $ — $ — Private Warrants $ — $ — $ 5,824,000 Measurement The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in the fair value of the Warrants are recorded in the statement of operations each period. The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The key inputs into the binomial lattice model were as follows at December 31, 2021: Input December 31, 2021 Risk-free interest rate 1.33 % Expected term to initial Business Combination (years) 0.84 Expected volatility 8.6 % Common stock price $ 9.87 Dividend yield 0.0 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3: Fair value at February 23, 2021 – public and private warrants $ — Initial fair value of the warrants 16,571,000 Public Warrants reclassified to level 1 (1) (5,980,000 ) Change in fair value (4,767,000 ) Fair Value at December 31, 2021 – private warrants $ 5,824,000 (1) |
Stockholder's Deficit
Stockholder's Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholder's Deficit [Abstract] | |
Stockholder's Deficit | Note 8 - Stockholders' Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were no shares of Class A common stock issued or outstanding, excluding 23,000,000 shares subject to possible redemption Class B Common Stock The Company is authorized to issue 50,000,000 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 common share. At December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding. On March 15, 2021, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 shares of Class B common stock. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of the IPO. On October 6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000 shares of Class B common stock. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax [Abstract] | |
Income Tax | Note 9- Income Tax The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 54,666 Federal net operating loss 35,239 Total deferred tax asset 89,905 Valuation allowance (89,905 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2021 Federal Current $ — Deferred (89,905) State Current — Deferred — Change in valuation allowance 89,905 Income tax provision $ — As of December 31, 2021, the Company has $167,803 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 23 2021 (inception) through December 31, 2021, the change in the valuation allowance was $89,905. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021. Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (26.1 )% Warrant transaction costs 2.8 % Change in valuation allowance 2.3 % Other 0.0 % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination since inception. The Company’s effective tax rates for the period presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets, changes in fair value of warrants and transaction costs associated with warrants. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and did not identify any other subsequent events, that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for financial information and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock were charged to temporary equity. Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs. Of the offering costs, $509,712 is included within the statement of operations and $12,947,813 is included in temporary equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,393,939, and no cash equivalents as of December 31, 2021. |
Investment Held in Trust Account | Investment Held in Trust Account Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was 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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Net Income Per Common Stock | Net Income Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stockholders. Private and public warrants to purchase 22,700,000 Class A common stock at $11.50 per share were issued on November 1, 2021. No warrants were exercised during the period from February 9, 2021 (inception) through December 31, 2021. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per common stock as the redemption value approximates fair value. For the period from February 23, 2021 through December 31, 2021 Class A Class B Basic diluted net income per share Numerator: Allocation of net income $ 1,684,834 $ 2,144,335 Denominator: Weighted average shares outstanding 3,843,836 4,915,068 Basic and diluted net income per share, redeemable common stock $ 0.44 $ 0.44 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liability | Warrant Liability The Company accounted for the 22,700,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 23,000,000 common stock sold as part of the Units in the IPO 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 SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (8,395,000 ) Class A common stock issuance costs (12,947,813 ) Plus: Remeasurement adjustment of carrying value to redemption value 25,942,813 Class A common stock subject to possible redemption $ 234,600,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, 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. On February 23, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company's 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income Per Common Share | As a result, diluted net income per common share is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per common stock as the redemption value approximates fair value. For the period from February 23, 2021 through December 31, 2021 Class A Class B Basic diluted net income per share Numerator: Allocation of net income $ 1,684,834 $ 2,144,335 Denominator: Weighted average shares outstanding 3,843,836 4,915,068 Basic and diluted net income per share, redeemable common stock $ 0.44 $ 0.44 |
Class A Common Stock Subject to Possible Redemption | As of December 31, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (8,395,000 ) Class A common stock issuance costs (12,947,813 ) Plus: Remeasurement adjustment of carrying value to redemption value 25,942,813 Class A common stock subject to possible redemption $ 234,600,000 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Recurring Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 234,603,156 $ — $ — Liabilities Public Warrants $ 5,980,000 $ — $ — Private Warrants $ — $ — $ 5,824,000 |
Key Inputs into Binomial Lattice Model | The key inputs into the binomial lattice model were as follows at December 31, 2021: Input December 31, 2021 Risk-free interest rate 1.33 % Expected term to initial Business Combination (years) 0.84 Expected volatility 8.6 % Common stock price $ 9.87 Dividend yield 0.0 % |
Changes in Fair Value of Warrants | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3: Fair value at February 23, 2021 – public and private warrants $ — Initial fair value of the warrants 16,571,000 Public Warrants reclassified to level 1 (1) (5,980,000 ) Change in fair value (4,767,000 ) Fair Value at December 31, 2021 – private warrants $ 5,824,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax [Abstract] | |
Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 54,666 Federal net operating loss 35,239 Total deferred tax asset 89,905 Valuation allowance (89,905 ) Deferred tax asset, net of allowance $ — |
Income Tax Provision | The income tax provision consists of the following: December 31, 2021 Federal Current $ — Deferred (89,905) State Current — Deferred — Change in valuation allowance 89,905 Income tax provision $ — |
Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021. Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (26.1 )% Warrant transaction costs 2.8 % Change in valuation allowance 2.3 % Other 0.0 % Income tax provision 0.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) | Nov. 01, 2021USD ($)Business$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Organization and Business Operations [Abstract] | ||
Gross proceeds from initial public offering | $ 229,192,475 | |
Gross proceeds from private placement | 11,200,000 | |
Offering costs | 13,457,525 | |
Deferred underwriting commissions | 8,650,000 | |
Other offering costs | 807,525 | |
Allocation of offering costs | 12,947,813 | |
Cash deposited in Trust Account | $ 234,600,000 | |
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |
Period to complete Business Combination from closing of Initial Public Offering | 18 months | |
Number of days prior in initial Business Combination | 2 days | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.20 | |
Percentage of shareholders approval for amendment | 65.00% | |
Minimum [Member] | ||
Organization and Business Operations [Abstract] | ||
Number of operating businesses included in Initial Business Combination | Business | 1 | |
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | |
Post-transaction ownership percentage of the target business | 50.00% | |
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | |
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |
Maximum [Member] | ||
Organization and Business Operations [Abstract] | ||
Amount of interest to pay dissolution expenses | $ 100,000 | |
Accumulated Deficit [Member] | ||
Organization and Business Operations [Abstract] | ||
Allocation of offering costs | 0 | |
Additional Paid-in Capital [Member] | ||
Organization and Business Operations [Abstract] | ||
Allocation of offering costs | $ 12,947,813 | |
Private Placement Warrants [Member] | ||
Organization and Business Operations [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 1 | |
Warrants issued (in shares) | shares | 11,200,000 | 11,200,000 |
Gross proceeds from private placement | $ 11,200,000 | |
Class A Common Stock [Member] | ||
Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 22,700,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Number of shares issued upon exercise of warrant (in shares) | shares | 0 | |
Share price (in dollars per share) | $ / shares | $ 11.50 | |
Initial Public Offering [Member] | ||
Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 23,000,000 | 23,000,000 |
Share price (in dollars per share) | $ / shares | $ 10 | |
Gross proceeds from initial public offering | $ 230,000,000 | $ 230,000,000 |
Offering costs | 13,457,525 | |
Underwriting commissions | 4,000,000 | |
Deferred underwriting commissions | 8,650,000 | |
Other offering costs | 807,525 | |
Cash deposited in Trust Account | $ 234,600,000 | |
Redemption price (in dollars per share) | $ / shares | $ 10.20 | |
Sale price of unit (in dollars per share) | $ / shares | 10.20 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.20 | |
Initial Public Offering [Member] | Accumulated Deficit [Member] | ||
Organization and Business Operations [Abstract] | ||
Allocation of offering costs | $ 509,712 | |
Initial Public Offering [Member] | Additional Paid-in Capital [Member] | ||
Organization and Business Operations [Abstract] | ||
Allocation of offering costs | $ 12,947,813 | |
Initial Public Offering [Member] | Public Warrant [Member] | ||
Organization and Business Operations [Abstract] | ||
Number of securities called by each Unit (in shares) | shares | 0.5 | |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Organization and Business Operations [Abstract] | ||
Number of securities called by each Unit (in shares) | shares | 1 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |
Offering costs | $ 12,947,813 | |
Over-Allotment Option [Member] | ||
Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 3,000,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Organization and Business Operations [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 1 | |
Warrants issued (in shares) | shares | 11,200,000 | |
Gross proceeds from private placement | $ 11,200,000 |
Significant Accounting Polici_4
Significant Accounting Policies, Offering Costs associated with the Initial Public Offering (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Offering Costs [Abstract] | |
Offering costs | $ 13,457,525 |
Underwriting commissions | 4,000,000 |
Deferred underwriting commissions | 8,650,000 |
Other offering costs | 807,525 |
Transaction costs associated with Initial Public Offering | 509,712 |
Transaction costs charged to equity | $ 12,947,813 |
Significant Accounting Polici_5
Significant Accounting Policies, Cash and Cash Equivalents (Details) | Dec. 31, 2021USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash | $ 1,393,939 |
Cash and cash equivalents | $ 0 |
Significant Accounting Polici_6
Significant Accounting Policies, Net Income Per Common Stock (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Denominator [Abstract] | |
Weighted average shares outstanding, basic (in shares) | 4,915,068 |
Weighted average shares outstanding, diluted (in shares) | 4,915,068 |
Basic net income per share, redeemable common stock (in dollars per share) | $ / shares | $ 0.44 |
Diluted net income per share, redeemable common stock (in dollars per share) | $ / shares | $ 0.44 |
Class A Common Stock [Member] | |
Net Income Per Ordinary Share [Abstract] | |
Units issued (in shares) | 22,700,000 |
Share price (in dollars per share) | $ / shares | $ 11.50 |
Number of shares issued upon exercise of warrant (in shares) | 0 |
Numerator [Abstract] | |
Allocation of net income | $ | $ 1,684,834 |
Denominator [Abstract] | |
Weighted average shares outstanding, basic (in shares) | 3,843,836 |
Weighted average shares outstanding, diluted (in shares) | 3,843,836 |
Basic net income per share, redeemable common stock (in dollars per share) | $ / shares | $ 0.44 |
Diluted net income per share, redeemable common stock (in dollars per share) | $ / shares | $ 0.44 |
Class B Common Stock [Member] | |
Numerator [Abstract] | |
Allocation of net income | $ | $ 2,144,335 |
Denominator [Abstract] | |
Weighted average shares outstanding, basic (in shares) | 4,915,068 |
Weighted average shares outstanding, diluted (in shares) | 4,915,068 |
Basic net income per share, redeemable common stock (in dollars per share) | $ / shares | $ 0.44 |
Diluted net income per share, redeemable common stock (in dollars per share) | $ / shares | $ 0.44 |
Significant Accounting Polici_7
Significant Accounting Policies, Warrant Liability (Details) | Nov. 01, 2021shares |
Warrants [Member] | |
Warrant Liability [Abstract] | |
Warrants issued (in shares) | 22,700,000 |
Significant Accounting Polici_8
Significant Accounting Policies, Income Taxes (Details) | Dec. 31, 2021USD ($) |
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
Significant Accounting Polici_9
Significant Accounting Policies, Common Stock Subject to Possible Redemption (Details) - USD ($) | Nov. 01, 2021 | Dec. 31, 2021 |
Common Stock Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 229,192,475 | |
Class A common stock issuance costs | (13,457,525) | |
Class A common stock subject to possible redemption | $ 234,600,000 | |
Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Common stock subject to possible redemption (in shares) | 23,000,000 | |
Remeasurement adjustment of carrying value to redemption value | $ 25,942,813 | |
Class A common stock subject to possible redemption | 234,600,000 | |
Initial Public Offering [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 230,000,000 | 230,000,000 |
Class A common stock issuance costs | $ (13,457,525) | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Class A common stock issuance costs | (12,947,813) | |
Initial Public Offering [Member] | Public Warrant [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Proceeds allocated to Public Warrants | $ (8,395,000) |
Initial Public Offering, Descri
Initial Public Offering, Description (Details) - USD ($) | Nov. 01, 2021 | Dec. 31, 2021 |
Initial Public Offering [Abstract] | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.20 | |
Cash deposited in Trust Account | $ 234,600,000 | |
Class A Common Stock [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 22,700,000 | |
Unit price (in dollars per share) | $ 11.50 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Number of shares issued upon exercise of warrant (in shares) | 0 | |
Class A Common Stock [Member] | Public Warrants [Member] | ||
Initial Public Offering [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 23,000,000 | 23,000,000 |
Unit price (in dollars per share) | $ 10 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.20 | |
Cash deposited in Trust Account | $ 234,600,000 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each Unit (in shares) | 0.50 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each Unit (in shares) | 1 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 3,000,000 | |
Unit price (in dollars per share) | $ 10 |
Initial Public Offering, Public
Initial Public Offering, Public Warrants (Details) - $ / shares | Nov. 01, 2021 | Dec. 31, 2021 |
Public Warrants [Abstract] | ||
Period to exercise warrants after public offerings | 12 months | |
Period warrants to become excisable after business combination | 30 days | |
Warrants expiration period | 5 years | |
Period to file registration statement | 20 days | |
Period for registration statement to become effective | 60 days | |
Product value issued upon exercise of warrant (in dollars per share) | $ 0.361 | |
Number of trading days | 10 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Public Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.01 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Public Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.10 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Notice period to redeem warrants | 30 days | |
Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0 | |
Share price (in dollars per share) | $ 11.50 | |
Class A Common Stock [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Public Warrants [Abstract] | ||
Trading day threshold period | 30 days | |
Number of trading days | 20 days | |
Class A Common Stock [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Public Warrants [Abstract] | ||
Trading day threshold period | 30 days | |
Number of trading days | 20 days | |
Class A Common Stock [Member] | Public Warrants [Member] | ||
Public Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 01, 2021 | Dec. 31, 2021 |
Private Placement Warrants [Abstract] | ||
Gross proceeds from private placement | $ 11,200,000 | |
Number of trading days | 10 days | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 11,200,000 | 11,200,000 |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from private placement | $ 11,200,000 | |
Number of trading days | 30 days | |
Percentage of redemption of public shares | 100.00% | |
Period of redemption of public shares from the closing of IPO | 18 months | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 11,200,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from private placement | $ 11,200,000 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | Oct. 06, 2021USD ($)shares | Mar. 15, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares |
Founder Shares [Abstract] | |||
Proceeds from issuance of ordinary share | $ | $ 25,000 | ||
Stock conversion basis at time of business combination | 1 | ||
Class A Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Common stock, shares outstanding (in shares) | 0 | ||
Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Common stock, shares outstanding (in shares) | 5,750,000 | ||
Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Period after initial Business Combination | 150 days | ||
Founder Shares [Member] | Class B Common Stock [Member] | Over-Allotment Option [Member] | |||
Founder Shares [Abstract] | |||
Number of shares subject to forfeiture (in shares) | 0 | ||
Founder Shares [Member] | Class B Common Stock [Member] | Over-Allotment Option [Member] | Maximum [Member] | |||
Founder Shares [Abstract] | |||
Number of shares subject to forfeiture (in shares) | 750,000 | ||
Sponsor [Member] | Founder Shares [Member] | Class A Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Sponsor [Member] | Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 12 | ||
Sponsor [Member] | Founder Shares [Member] | Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Proceeds from issuance of ordinary share | $ | $ 25,000 | ||
Shares issued (in shares) | 7,187,500 | ||
Ownership interest, as converted percentage | 20.00% | ||
Number of shares surrender for no consideration (in shares) | 1,437,500 | ||
Shares surrendered, consideration | $ | $ 0 | ||
Common stock, shares outstanding (in shares) | 5,750,000 | ||
Stock conversion basis at time of business combination | 1 | ||
Holding period for transfer, assignment or sale of Founder Shares | 1 year |
Related Party Transactions, Pro
Related Party Transactions, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Proceeds from Promissory note payable | $ 79,991 |
Maximum [Member] | |
Related Party Transactions [Abstract] | |
Related party transaction amount | $ 300,000 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] | 10 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Related Party Loans [Abstract] | |
Maximum amount of convertible loans | $ 1,500,000 |
Conversion price (in dollars per share) | $ / shares | $ 1 |
Working capital loans outstanding | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Administrative Support Agreement [Member] | |
Related Party Transactions [Abstract] | |
Monthly related party fee | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Nov. 01, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)Demand$ / shares |
Underwriting Agreement [Abstract] | ||
Payments for underwriting expense | $ | $ 4,000,000 | $ 4,000,000 |
Payments for underwriting expense per unit (in dollars per share) | $ / shares | $ 0.17 | |
Deferred underwriting fee per unit (in dollars per share) | $ / shares | $ 0.376 | |
Deferred underwriting fees | $ | $ 8,650,000 | |
Maximum [Member] | ||
Registration and Stockholder Rights [Abstract] | ||
Number of demands eligible security holder can make | Demand | 3 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2021USD ($) |
Level 1 [Member] | |
Assets [Abstract] | |
Investments held in Trust Account | $ 234,603,156 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 5,980,000 |
Level 1 [Member] | Private Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 0 |
Level 2 [Member] | |
Assets [Abstract] | |
Investments held in Trust Account | 0 |
Level 2 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 0 |
Level 2 [Member] | Private Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 0 |
Level 3 [Member] | |
Assets [Abstract] | |
Investments held in Trust Account | 0 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 0 |
Level 3 [Member] | Private Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | $ 5,824,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements, Key Inputs for Private Placement Warrants and Public Warrants at Initial Measurement (Details) | Dec. 31, 2021$ / shares |
Key inputs into Monte Carlo Simulation Model [Abstract] | |
Term | 5 years |
Warrant [Member] | |
Key inputs into Monte Carlo Simulation Model [Abstract] | |
Term | 10 months 2 days |
Warrant [Member] | Risk-Free Interest Rate [Member] | |
Key inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 0.0133 |
Warrant [Member] | Expected Volatility [Member] | |
Key inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 0.086 |
Warrant [Member] | Common Stock Price [Member] | |
Key inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 9.87 |
Warrant [Member] | Dividend Yield [Member] | |
Key inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 0 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements, Changes in Fair Value of Warrant Liabilities (Details) - Level 3 [Member] | 10 Months Ended | |
Dec. 31, 2021USD ($) | ||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | $ 0 | |
Initial fair value of the warrants | 16,571,000 | |
Public Warrants reclassified to level 1 | (5,980,000) | [1] |
Change in fair value | (4,767,000) | |
Fair value, end of period | $ 5,824,000 | |
[1] | Assumes the Public Warrants were reclassified on December 31, 2021. |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) | Oct. 06, 2021USD ($)shares | Mar. 15, 2021USD ($)shares | Dec. 31, 2021USD ($)Vote$ / sharesshares |
Stockholders' Equity [Abstract] | |||
Preference shares, shares authorized (in shares) | 1,000,000 | ||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Preference shares, shares issued (in shares) | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | ||
Proceeds from issuance of ordinary share | $ | $ 25,000 | ||
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination | 1 | ||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20.00% | ||
Class A Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 500,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Number of votes per share | Vote | 1 | ||
Ordinary shares, shares issued (in shares) | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | ||
Common stock subject to possible redemption (in shares) | 23,000,000 | ||
Class B Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 50,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Number of votes per share | Vote | 1 | ||
Ordinary shares, shares issued (in shares) | 5,750,000 | ||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | ||
Class B Common Stock [Member] | Sponsor [Member] | Founder Shares [Member] | |||
Stockholders' Equity [Abstract] | |||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | ||
Proceeds from issuance of ordinary share | $ | $ 25,000 | ||
Shares issued (in shares) | 7,187,500 | ||
Ownership interest, as converted percentage | 20.00% | ||
Number of shares surrender for no consideration (in shares) | 1,437,500 | ||
Shares surrendered, consideration | $ | $ 0 | ||
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination | 1 |
Income Tax (Details)
Income Tax (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Deferred Tax Asset [Abstract] | |
Organizational costs/Startup expenses | $ 54,666 |
Federal net operating loss | 35,239 |
Total deferred tax asset | 89,905 |
Valuation allowance | (89,905) |
Deferred tax asset, net of allowance | 0 |
Federal [Abstract] | |
Current | 0 |
Deferred | (89,905) |
State [Abstract] | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 89,905 |
Income tax provision | 0 |
Operating Loss Carryforwards [Abstract] | |
Net operating loss carryover | $ 167,803 |
Reconciliation of Federal Income Tax Rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrant liability | (26.10%) |
Warrant transaction costs | 2.80% |
Change in valuation allowance | 2.30% |
Other | 0.00% |
Income tax provision | 0.00% |