Document and Entity Information
Document and Entity Information - USD ($) | 8 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40916 | ||
Entity Registrant Name | SPORTSMAP TECH ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-3938682 | ||
Entity Address, Address Line One | 5353 WEST ALABAMA, SUITE 415 | ||
Entity Address, City or Town | HOUSTON, | ||
Entity Address State Or Province | TX | ||
Entity Address, Postal Zip Code | 77056 | ||
City Area Code | 713 | ||
Local Phone Number | 479-5302 | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 15,050,000 | ||
Entity Central Index Key | 0001863990 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Houston, TX | ||
Units, each consisting of one share of common stock, $0.0001 par value and three-quarters of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.0001 par value and three-quarters of one redeemable warrant | ||
Trading Symbol | SMAPU | ||
Security Exchange Name | NASDAQ | ||
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | ||
Trading Symbol | SMAPW | ||
Security Exchange Name | NASDAQ | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | SMAP | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Assets: | |
Cash | $ 931,271 |
Prepaid expenses | 384,730 |
Total current assets | 1,316,001 |
Prepaid expenses-non-current | 111,454 |
Cash and marketable securities held in Trust Account | 117,310,928 |
Total assets | 118,738,383 |
Liabilities, Redeemable Common Stock and Stockholders' Equity | |
Accrued offering costs and expenses | 175,661 |
Due to related party | 24,613 |
Total liabilities | 200,274 |
Commitments and Contingencies (Note 6) | |
Common stock subject to possible redemption, 11,500,000 shares at redemption value of $10.20 | 117,300,000 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,875,000 shares issued and outstanding | 356 |
Additional paid-in capital | 1,651,707 |
Accumulated deficit | (413,954) |
Total stockholders' equity | 1,238,109 |
Total Liabilities, Redeemable Common Stock and Stockholders' Equity | $ 118,738,383 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 100,000,000 |
Common shares, shares issued | 3,550,000 |
Common shares, shares outstanding | 3,550,000 |
Over-allotment option | |
Common shares, shares issued | 2,875,000 |
Common shares, shares outstanding | 2,875,000 |
Common stock subject to redemption | |
Common stock subject to possible redemption | 11,500,000 |
Common stock, redemption value per share | $ / shares | $ 10.20 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 8 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating cost | $ 424,882 |
Loss from operations | (424,882) |
Other income: | |
Interest earned on investment held in Trust Account | 10,928 |
Total other income | 10,928 |
Net loss | $ (413,954) |
Non-redeemable shares | |
Other income: | |
Weighted average shares outstanding, basic | shares | 2,588,793 |
Weighted average shares outstanding, diluted | shares | 2,588,793 |
Basic net loss per common stock | $ / shares | $ (0.07) |
Diluted net loss per common stock | $ / shares | $ (0.07) |
Redeemable shares | |
Other income: | |
Weighted average shares outstanding, basic | shares | 3,568,966 |
Weighted average shares outstanding, diluted | shares | 3,568,966 |
Basic net loss per common stock | $ / shares | $ (0.07) |
Diluted net loss per common stock | $ / shares | $ (0.07) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 8 months ended Dec. 31, 2021 - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at May. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at May. 13, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued to Sponsors | $ 288 | 24,712 | 0 | 25,000 |
Common stock issued to Sponsors (in shares) | 2,875,000 | |||
Sale of 675,000 private placement units, net of offering costs | $ 68 | 6,748,463 | 0 | 6,748,463 |
Sale of 675,000 private placement units, net of offering costs, (shares) | 675,000 | |||
Allocated proceeds to public warrants, net of offering costs | 5,383,059 | 0 | 5,383,059 | |
Re-measurement of common shares subject to possible redemption | $ 0 | (10,504,527) | 0 | (10,504,527) |
Net loss | 0 | (413,954) | (413,954) | |
Balance at the end at Dec. 31, 2021 | $ 356 | $ 1,651,707 | $ (413,954) | $ 1,238,109 |
Balance at the end (in shares) at Dec. 31, 2021 | 3,550,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Dec. 31, 2021 | Oct. 21, 2021 |
Number of warrants to purchase shares issued | 675,000 | |
Private Placement | ||
Number of warrants to purchase shares issued | 675,000 | |
Private Placement | Private Placement Warrants | ||
Number of warrants to purchase shares issued | 506,250 | 675,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (413,954) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
Interest earned on investment held in Trust Account | (10,928) |
Changes in operating assets and liabilities: | |
Prepaid assets | (496,184) |
Accrued offering costs and expenses | 175,661 |
Due from related party | 24,613 |
Net cash used in operating activities | (720,792) |
Cash flows from investing activities: | |
Principal deposited in Trust Account | (117,300,000) |
Net cash used in investing activities | (117,300,000) |
Cash flows from financing activities: | |
Proceeds from initial public offering, net of costs | 112,700,000 |
Proceeds from sale of founder shares | 25,000 |
Proceeds from private placement units | 6,750,000 |
Payment of promissory note - related party | (323,190) |
Payment of deferred offering costs | (199,747) |
Net cash provided by financing activities | 118,952,063 |
Net change in cash | 931,271 |
Cash, beginning of the period | 0 |
Cash, end of the period | 931,271 |
Supplemental disclosure of non-cash financing activities: | |
Deferred offering costs paid by related party | $ 323,190 |
Organization and Business Opera
Organization and Business Operations | 8 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations SportsMap Tech Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on May 14, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). Company does not have any specific Business Combination under consideration and it has not (nor has anyone on its behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with the Company. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from May 14, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SportsMap, LLC, a limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated the IPO of units (the “Units” and, with respect to the Common stock included in the Units being offered, the “public shares”) at per Unit, including the full exercise of the underwriters’ over-allotment of units, generating gross proceeds to the Company of , which is discussed in Note 3. Simultaneously with the consummation of the IPO, the Company consummated the private placement of (the “Private Placement Units”) at a price of o the Sponsor and the representative of the underwriters and/or certain of their designees or affiliates, generating gross proceeds to the Company of Transaction costs amounted to $2,822,937 consisting of $2,300,000 of underwriting commissions and $522,937 of other offering costs. $2,686,076 was all charged to temporary equity and $136,861 was charged to additional paid-in capital. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (less any taxes payable on interest earned) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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. Following the closing of the IPO on October 21, 2021, from the net proceeds of the sale of Units in the IPO and a portion of the proceeds of the sale of the Private Placement Units was deposited into a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury bills, notes or bonds 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 and which invest solely in U.S. Treasuries. Except as set forth below, the proceeds held in the Trust Account will not be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination in the required time period; and (3) 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption of public shares as described in the IPO or redeem 100% of the public shares if the Company does not complete the initial Business Combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting of stockholders called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, for their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide the Company’s stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), each case subject to the limitations described herein. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. The Company will have only 18 months from the closing of the IPO (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 will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem of the outstanding public shares which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to the Company’s obligations to provide for claims of creditors and the requirements of applicable law. The initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company 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 obligations and therefore believes the Sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so. However, the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had $931,271 in its operating bank account, and working capital of $1,194,449, excluding franchise tax payable. The Company’s liquidity needs up to December 31, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000. The outstanding balance under the promissory note of $323,190 was paid in full. After consummation of the IPO on October 21, 2021, the Company had $24,991 in its operating bank account, and working capital of $1,463,454, which included $2,150,000 of private placement proceeds receivable from the Sponsor which was received into the Company’s operating bank account on October 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Going Concern The Company anticipates that the $931,271 held outside the Trust Account as of December 31, 2021 might not be sufficient to allow the Company to operate for at least 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, certain of the Company’s officers and directors (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has until April 20, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after April 20, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 8 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Securities Held in Trust Account As of December 31, 2021, the company had $117,310,928 in cash and investments held in the trust account which was invested in cash and US Treasury bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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. All of the Company’s investments held in the trust account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying statement of operations. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on October 21, 2021, offering costs associated with the common stock and the warrants were charged to temporary equity. Transaction costs amounted to $2,822,937, consisting of $2,686,076 which was allocated to temporary equity and $136,861 which was allocated to additional paid-in capital. 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. Common stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. 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 statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement 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. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stocks and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Net Loss Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each component of common stock for the period from May 14, 2021 (inception) through December 31, 2021: Redeemable Non-redeemable Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (239,923) $ (174,031) Denominator: Weighted-average shares outstanding including common stock subject to possible redemption 3,568,966 2,588,793 Basic and diluted net loss per common stock $ (0.07) $ (0.07) 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. At 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. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statement. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Initial Public Offering On October 21, 2021, the Company sold 11,500,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 units, at a purchase price of $10.00 per Unit. Each unit consists of one share of common stock, an aggregate of 11,500,000 shares, and three-quarters of one All of the 11,500,000 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 certificate of incorporation. In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and with the 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 possible redemption to be classified outside of permanent equity. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,518,451) Common stock issuance costs (2,686,076) Plus: Remeasurement of carrying value to redemption value 10,504,527 Common stock subject to possible redemption $ 117,300,000 |
Private Placement
Private Placement | 8 Months Ended |
Dec. 31, 2021 | |
Private Placement. | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor, and the representative of the underwriters and/or certain of their designees or affiliates (collectively, the “initial stockholders”) purchased an aggregate of 675,000 Private Placement Units at a price of $10.00 per unit in a private placement, for an aggregate purchase price of $6,750,000, in a private placement. Each unit consists of one share of common stock, an aggregate of 675,000 shares, and three-quarters of one warrant (“private warrants”), an aggregate of 506,250 private warrants. Private Placement Units are identical to the units sold in the IPO, except that the Private Placement Units (including the private warrants or private shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until 30 days after the Business Combination. The initial stockholders have agreed not to transfer, assign or sell any of the Private Placement Units and underlying common stock until after the completion of the initial Business Combination. Additionally, the initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In June 2021, the initial stockholders paid $25,000 in exchange for 2,875,000 shares of common stock (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. As of December 31, 2021, there were 2,875,000 shares outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO. The initial stockholders have agreed not to transfer, assign or sell (i) any of the Founder Shares until six months after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their common stock for cash, securities or other property or (ii) any of the Private Placement Units until the completion of the initial Business Combination. The representative’s Private Placement Units are identical to the Units sold in the IPO except that they may not (including the common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the initial Business Combination. Additionally, for so long as the warrants underlying the Private Placement Units are held by the representative and its designees, they will not be exercisable more than five years from the commencement date of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A). Promissory Note — Related Party The Sponsor agreed to loan the Company up to $400,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of February 28, 2022 or the closing of the IPO. At December 31, 2021, the outstanding balance under the promissory note of $323,190 was paid in full. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would be evidenced by promissory notes. In the event that the Company is unable to consummate an initial Business Combination, the Company may use a portion of the offering proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. If the Company consummates an initial Business Combination, the notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a price of $10.00 per unit (which, for example, would result in the holders being issued 100,000 units if the full amount of notes are issued and converted). At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an administrative services agreement on October 18, 2021, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company incurred and accrued $24,516 of administrative service fee. |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and their permitted transferees can demand that the Company registers the founder shares, the Private Placement Units and the underlying private shares and private warrants, and the units issuable upon conversion of Working Capital Loans and the underlying common stock and warrants, pursuant to an agreement to be signed prior to or on the date of the IPO. The holders of such securities are entitled to demand that the Company registers these securities at any time after the Company consummates an initial Business Combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in the IPO may only make a demand on one occasion and only during the five-year period beginning on the commencement date of sales in the IPO. In addition, the holders have certain “piggy-back” registration rights on registration statement filed after the Company’s consummation of a Business Combination; provided that any holder that is affiliated with an underwriter participating in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning on the commencement date of sales in the IPO. Underwriting Agreement Upon closing the IPO on October 21, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $2,300,000. Business Combination Marketing Agreement The Company has engaged the representative as an advisor in connection with the Business Combination to assist it in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5%of the gross proceeds of the IPO, or $4,025,000 (exclusive of any applicable finders’ fees which might become payable). |
Stockholders' Equity
Stockholders' Equity | 8 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2021, there were no shares of preferred stock issued or outstanding Common stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the common stock are entitled to one vote for each common stock. At December 31, 2021, there were 2,875,000 shares of common stock issued and outstanding Warrants As of December 31, 2021, there were 8,625,000 public warrants and 506,250 private warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as described herein. if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial shareholder or their affiliates, without taking into account any founders’ shares held by the initial shareholder or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Each whole warrant entitles the registered holder to purchase one share of the common stock at any time commencing 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the warrants is not effective within 60 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure stockholders that the Company will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon a minimum of 30 days ’ prior written notice of redemption, ● if, and only if, the last sales price of the common stock equals or exceeds $18.00 (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period commencing after the warrants become exercisable and ending three trading days before the Company sends the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants in exchange for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the surrendered warrants, multiplied by the difference between the exercise price of the surrendered warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 150 warrants and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. |
Income Tax
Income Tax | 8 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Income Tax | Note 8 — Income Tax The Company’s net deferred tax assets at December 31, 2021 are as follows: Deferred tax asset Start-up costs $ 70,399 Unrealized gains on investments in trust account (2,695) Federal net operating loss 19,227 Total deferred tax asset 86,930 Valuation allowance (86,930) Deferred tax asset, net of allowance $ — The income tax provision at December 31, 2021 consists of the following: Federal Current $ — Deferred (86,930) State Current — Deferred — Valuation allowance 86,930 Income tax provision $ — As of December 31, 2021, the Company had $91,556 in 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. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % Valuation allowance (21.0) % Income tax provision — % The Company’s effective tax rates for the period presented differ from the expected (statutory) rates due to the recording of a full valuation allowances on deferred tax assets. The Company files federal income tax returns in various jurisdictions and is subject to examination by the various taxing authorities. |
Held-to-Maturity Investments
Held-to-Maturity Investments | 8 Months Ended |
Dec. 31, 2021 | |
Held-to-Maturity Investments | |
Held-to-Maturity Investments | Note 9 — Held-to-Maturity Investments At December 31, 2021, the amortized cost basis of held-to-maturity investments is $117,299,993 and net carrying amount is $117,310,921, including interest of $10,928 earned during the period from May 14, 2021 (inception) through December 31, 2021. A reconciliation from amortized cost basis to net carrying amount and fair value is provided below: Held-to-maturity investments, amortized cost basis $ 117,299,993 Interest earned on investments 10,928 Held-to-maturity investments, net carrying amount 117,310,921 Unrealized gain on investments 1,912 Held-to-maturity investments, fair value $ 117,312,833 There are no indicators of impairment, including other-than-temporary impairments, with respect to the held-to-maturity investments as of December 31, 2021. All investments mature within one year of the date of these financial statements; however, they are classified as non-current assets due to contractual restrictions that limit access to the cash and securities held in the Trust Account until the consummation of the Company’s initial Business Combination. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 8 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
Cash and Securities Held in Trust Account | Cash and Securities Held in Trust Account As of December 31, 2021, the company had $117,310,928 in cash and investments held in the trust account which was invested in cash and US Treasury bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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. All of the Company’s investments held in the trust account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying statement of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
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. |
Common stock Subject to Possible Redemption | Common stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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 statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement 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. |
Net Loss per Common Share | Net Loss Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each component of common stock for the period from May 14, 2021 (inception) through December 31, 2021: Redeemable Non-redeemable Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (239,923) $ (174,031) Denominator: Weighted-average shares outstanding including common stock subject to possible redemption 3,568,966 2,588,793 Basic and diluted net loss per common stock $ (0.07) $ (0.07) |
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. At 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. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on October 21, 2021, offering costs associated with the common stock and the warrants were charged to temporary equity. Transaction costs amounted to $2,822,937, consisting of $2,686,076 which was allocated to temporary equity and $136,861 which was allocated to additional paid-in capital. |
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. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stocks and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statement. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s financial statements. |
Significant Accounting polici_3
Significant Accounting policies (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share | Redeemable Non-redeemable Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (239,923) $ (174,031) Denominator: Weighted-average shares outstanding including common stock subject to possible redemption 3,568,966 2,588,793 Basic and diluted net loss per common stock $ (0.07) $ (0.07) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering. | |
Schedule of Common Stock Reflected on the Balance sheet | As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,518,451) Common stock issuance costs (2,686,076) Plus: Remeasurement of carrying value to redemption value 10,504,527 Common stock subject to possible redemption $ 117,300,000 |
Income Tax (Tables)
Income Tax (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Summary of significant components of the Company's deferred tax assets | The Company’s net deferred tax assets at December 31, 2021 are as follows: Deferred tax asset Start-up costs $ 70,399 Unrealized gains on investments in trust account (2,695) Federal net operating loss 19,227 Total deferred tax asset 86,930 Valuation allowance (86,930) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | The income tax provision at December 31, 2021 consists of the following: Federal Current $ — Deferred (86,930) State Current — Deferred — Valuation allowance 86,930 Income tax provision $ — |
Schedule of reconciliation of federal income tax rate to the company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % Valuation allowance (21.0) % Income tax provision — % |
Held-to-Maturity Investments (T
Held-to-Maturity Investments (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
Held-to-Maturity Investments | |
Schedule of reconciliation from amortized cost basis to net carrying amount and fair value | Held-to-maturity investments, amortized cost basis $ 117,299,993 Interest earned on investments 10,928 Held-to-maturity investments, net carrying amount 117,310,921 Unrealized gain on investments 1,912 Held-to-maturity investments, fair value $ 117,312,833 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Oct. 21, 2021USD ($)$ / sharesshares | Jun. 30, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ / shares | $ 10.20 | $ 10.20 | $ 10.20 | |
Number of shares received by the holder | shares | 675,000 | 675,000 | ||
Transaction Costs | $ 2,822,937 | $ 2,822,937 | ||
Underwriting commissions | 2,300,000 | 2,300,000 | ||
Other offering costs | 522,937 | 522,937 | ||
Charged to temporary equity | 2,686,076 | 2,686,076 | ||
Charged to additional paid in capital | 136,861 | 136,861 | ||
Cash | 931,271 | 931,271 | ||
Working capital deficit | 1,194,449 | 1,194,449 | ||
Aggregate purchase price | $ 25,000 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 10 days | |||
Number of months for completing a initial business combination. | 18 years | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Outstanding working capital loans | $ 0 | $ 0 | ||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units, net of underwriting discounts (in shares) | shares | 11,500,000 | 11,500,000 | ||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 115,000,000 | |||
Transaction Costs | 2,822,937 | |||
Charged to temporary equity | 2,686,076 | |||
Charged to additional paid in capital | 136,861 | |||
Cash | 24,991 | |||
Working Capital | 1,463,454 | |||
Payments for investment of cash in Trust Account | $ 117,300,000 | |||
Number of months for completing a initial business combination. | 18 months | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares received by the holder | shares | 675,000 | 675,000 | ||
Proceeds from private placement units | $ 6,750,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares received by the holder | shares | 675,000 | 506,250 | 506,250 | |
Price of warrant | $ / shares | $ 10 | |||
Proceeds from private placement units | $ 6,750,000 | $ 115,000,000 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units, net of underwriting discounts (in shares) | shares | 1,500,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ / shares | $ 10 | $ 10 | ||
Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from Related Party Debt | $ 25,000 | |||
Sponsor | Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from private placement units | $ 2,150,000 | |||
Promissory Note with Related Party | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Repayment of promissory note - related party | $ 323,190 | |||
Maximum borrowing capacity of related party promissory note | $ 400,000 | $ 400,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Oct. 21, 2021 |
Investment held in trust account | $ 117,310,928 | |
Transaction Costs | 2,822,937 | |
Allocated to temporary equity | 2,686,076 | |
Allocated to additional paid in capital | 136,861 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Federal depository insurance coverage | $ 250,000 | |
Initial Public Offering | ||
Transaction Costs | $ 2,822,937 | |
Allocated to temporary equity | 2,686,076 | |
Allocated to additional paid in capital | $ 136,861 |
Significant Accounting Polici_5
Significant Accounting Policies - Net Loss per Common Share (Details) | 8 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Redeemable | |
Allocation of net loss | $ | $ (239,923) |
Weighted average shares outstanding, basic | shares | 3,568,966 |
Weighted average shares outstanding, diluted | shares | 3,568,966 |
Basic net loss per common stock | $ / shares | $ (0.07) |
Diluted net loss per common stock | $ / shares | $ (0.07) |
Non-redeemable shares | |
Allocation of net loss | $ | $ (174,031) |
Weighted average shares outstanding, basic | shares | 2,588,793 |
Weighted average shares outstanding, diluted | shares | 2,588,793 |
Basic net loss per common stock | $ / shares | $ (0.07) |
Diluted net loss per common stock | $ / shares | $ (0.07) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Oct. 21, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10.20 | $ 10.20 | |
Number of shares per warrant | 1 | ||
Gross proceeds | $ 115,000,000 | ||
Proceeds allocated to Public Warrants | (5,518,451) | ||
Common stock issuance costs | (2,686,076) | ||
Remeasurement of carrying value to redemption value | 10,504,527 | ||
Common stock subject to possible redemption | $ 117,300,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 8,625,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 11,500,000 | 11,500,000 | |
Purchase price, per unit | $ 10 | ||
Exercise price of warrants | $ 11.50 | ||
Common stock subject to possible redemption | 11,500,000 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.75 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 1,500,000 | ||
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) | Oct. 21, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)D$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 675,000 | |
Number of shares per warrant | 1 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price of warrants | $ / shares | $ 10 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 675,000 | |
Aggregate purchase price | $ | $ 6,750,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 675,000 | 506,250 |
Price of warrants | $ / shares | $ 10 | |
Aggregate purchase price | $ | $ 6,750,000 | $ 115,000,000 |
Number of shares per warrant | 1 | |
Number of shares in a unit | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Oct. 21, 2021shares | Jun. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)Dshares |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||
Warrants exercisable term | 5 years | ||
Initial Public Offering | |||
Related Party Transaction [Line Items] | |||
Sale of units, net of underwriting discounts (in shares) | 11,500,000 | 11,500,000 | |
Founder shares | |||
Related Party Transaction [Line Items] | |||
Percentage of outstanding shares after IPO | 20 | ||
Founder shares | Sponsor | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 2,875,000 | ||
Aggregate purchase price | $ | $ 25,000 | ||
Aggregate number of shares owned | 2,875,000 | ||
Restricted period to transfer, assign or sell | 6 months |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Oct. 18, 2021 | Dec. 31, 2021 |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 400,000 | |
Repayment of promissory note - related party | 323,190 | |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 10,000 | |
Administrative service fee | 24,516 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Outstanding balance of related party loans | 0 | |
Loan conversion agreement warrant | $ 1,000,000 | |
Conversion Of Notes, Units issued | 100,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Initial Public Offering | Oct. 21, 2021USD ($) | Dec. 31, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||
Underwriter Cash Discount | $ 2,300,000 | |
Underwriting cash discount, Percentage | 2 | |
Cash underwriting fee, Percentage | 3.50% | |
Cash underwriting fee payable | $ 4,025,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 | May 31, 2021 |
Stockholders' Equity | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | Dec. 31, 2021Vote$ / sharesshares |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 3,550,000 |
Common shares, shares outstanding (in shares) | 3,550,000 |
Over-allotment option | |
Class of Stock [Line Items] | |
Common shares, shares issued (in shares) | 2,875,000 |
Common shares, shares outstanding (in shares) | 2,875,000 |
Common stock subject to redemption | |
Class of Stock [Line Items] | |
Class A common stock subject to possible redemption, outstanding (in shares) | 11,500,000 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 8 Months Ended | |
Dec. 31, 2021itemD$ / sharesshares | Oct. 21, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||
Share Price | $ / shares | $ 9.20 | |
Percentage Of Gross Proceeds On Total Equity Proceeds Threshold Minimum | 60.00% | |
Number of shares per warrant | shares | 1 | |
Number of shares received by the holder | shares | 675,000 | |
Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ / shares | $ 11.50 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ / shares | $ 18 | |
Redemption Period | 30 days | |
Warrant redemption condition minimum share price | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 | |
Redemption period | 30 days | |
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price | 115.00% | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Threshold trading days for redemption of public warrants | 10 days | |
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price | 180.00% | |
Redemption of warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair market value of warrants on trading date prior to exercise | $ / shares | $ 15 | |
Number of shares received by the holder | shares | 35 | |
Number of warrants held | shares | 150 | |
Private Placement Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 506,250 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period condition | 30 days | |
Public Warrants expiration term | 5 years | |
Period of time with in which registration statement is expected to become effective | 60 days | |
Maximum Threshold Period For Filing Registration Statement After Business Combination | 20 days | |
Public Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 8,625,000 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Number of shares per warrant | shares | 1 |
Income Tax - Net deferred tax a
Income Tax - Net deferred tax assets (Details) | Dec. 31, 2021USD ($) |
Deferred tax asset | |
Start-up costs | $ 70,399 |
Unrealized gains on investments in trust account | (2,695) |
Federal net operating loss | 19,227 |
Total deferred tax asset | 86,930 |
Valuation allowance | $ (86,930) |
Income Tax - Income tax provisi
Income Tax - Income tax provision (Details) | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Deferred | $ (86,930) |
Valuation allowance | $ 86,930 |
Income Tax - Effective income t
Income Tax - Effective income tax rate reconciliation (Details) | 8 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Statutory federal income tax rate | 21.00% |
Valuation allowance | (21.00%) |
Income Tax - Additional informa
Income Tax - Additional information (Details) | Dec. 31, 2021USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers | $ 91,556 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers | $ 0 |
Held-to-Maturity Investments (D
Held-to-Maturity Investments (Details) | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of Held-to-maturity Securities [Line Items] | |
Held-to-maturity investments, amortized cost basis | $ 117,299,993 |
Held-to-maturity investments, net carrying amount | 117,310,921 |
Interest earned on investments | $ 10,928 |
Maximum | |
Schedule of Held-to-maturity Securities [Line Items] | |
Held-to-maturity investments, maturity period | 1 year |
Held-to-Maturity Investments -
Held-to-Maturity Investments - Reconciliation from amortized cost basis to net carrying amount and fair value (Details) | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Held-to-Maturity Investments | |
Held-to-maturity investments, amortized cost basis | $ 117,299,993 |
Interest earned on investments | 10,928 |
Held-to-maturity investments, net carrying amount | 117,310,921 |
Unrealized gain on investments | 1,912 |
Held-to-maturity investments, fair value | $ 117,312,833 |