Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Opy Acquisition Corp. I | ||
Entity Central Index Key | 0001870778 | ||
Entity File Number | 001-40968 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Tax Identification Number | 85-2624164 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 85 Broad Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10004 | ||
City Area Code | 212 | ||
Local Phone Number | 668-8000 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | OHAA | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 12,650,000 | ||
Auditor Name | Withum Smith & Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, NY | ||
ICFR Auditor Attestation Flag | false | ||
Units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Trading Symbol | OHAAU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole Warrant exercisable for one share of Class A Common Stock at $11.50 per share | ||
Trading Symbol | OHAAW | ||
Security Exchange Name | NASDAQ | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,162,500 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS | |||
Cash | $ 670,998 | $ 25,000 | |
Prepaid expenses and other assets | 388,711 | ||
Total current assets | 1,059,709 | 25,000 | |
OTHER ASSETS | |||
Prepaid expenses and other assets | 300,657 | ||
Deferred tax asset | 5,506 | ||
Deferred offering costs | 25,000 | ||
Investments held in Trust Account | 127,771,830 | 0 | |
TOTAL ASSETS | 129,137,702 | 50,000 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 44,252 | 1,000 | |
Franchise Tax Payable | 34,902 | ||
Due to Affiliate | 20,000 | 25,000 | |
Total current liabilities | 99,154 | 26,000 | |
Total liabilities | 99,154 | 26,000 | |
COMMITMENTS AND CONTINGENCIES | |||
Class A common stock subject to possible redemption, $0.0001 par value, 12,650,000 shares at redemption value of $10.10 per share | 127,765,000 | ||
STOCKHOLDERS' EQUITY | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock | [1] | 316 | 316 |
Additional paid-in capital | 1,621,335 | 24,684 | |
Accumulated deficit | (348,103) | (1,000) | |
Total stockholders' equity | 1,273,548 | 24,000 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 129,137,702 | 50,000 | |
Class A Common Stock | |||
CURRENT LIABILITIES | |||
Class A common stock subject to possible redemption, $0.0001 par value, 12,650,000 shares at redemption value of $10.10 per share | 127,765,000 | ||
STOCKHOLDERS' EQUITY | |||
Common stock | |||
[1] | Includes up to 412,500 Founder Shares subject to forfeiture to the extent that the over allotment option is not exercised in full or part by the underwriter. The underwriters exercised the over-allotment option in full, and no Founders Shares were forfeited. (see Note 5). |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares, issued | 3,162,500 | 3,162,500 | 3,162,500 |
Common stock, shares outstanding | 3,162,500 | 3,162,500 | 3,162,500 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Temporary equity, Redemption price per share | $ 10.10 | $ 10.10 | |
Founder Shares Forfeitured During Period | 0 | 0 | |
Over-Allotment Option | |||
Common stock, shares outstanding | 412,500 | 412,500 | |
Common stock, other shares, outstanding | 412,500 | 412,500 | |
Class A Common Stock | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 0 | 0 | 0 |
Common stock, shares outstanding | 0 | 0 | 0 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 12,650,000 | 12,650,000 | 12,650,000 |
Temporary equity, Redemption price per share | $ 10.10 | $ 10.10 | $ 10.10 |
Statements Of Operations
Statements Of Operations - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | ||
OPERATING EXPENSES | |||
General and administrative | $ 1,000 | $ 324,544 | |
Franchise Tax | 34,902 | ||
Total expenses | 1,000 | 359,446 | |
OTHER INCOME (EXPENSE) | |||
Interest income on investments held in Trust Account and other interest | 6,837 | ||
Total other income | 6,837 | ||
LOSS BEFORE PROVISION FOR INCOME TAXES | (1,000) | (352,609) | |
Income tax expense (benefit) | (5,506) | ||
NET LOSS | $ (1,000) | $ (347,103) | |
Weighted average shares outstanding, basic and diluted | [1] | 3,162,500 | 2,814,418 |
Basic and diluted net income (loss) per share | $ (0.07) | ||
Common Class A [Member] | |||
OTHER INCOME (EXPENSE) | |||
Weighted average shares outstanding, basic and diluted | 0 | 2,186,438 | |
Basic and diluted net income (loss) per share | $ 0 | $ (0.07) | |
[1] | Excludes up to 412,500 Founder Shares subject to forfeiture to the extent that the over allotment option is not exercised in full or part by the underwriter. The underwriters exercised the over-allotment option in full, and no Founders Shares were forfeited. (see Note 5). |
Statements Of Operations (Paren
Statements Of Operations (Parenthetical) - shares | Dec. 31, 2021 | Dec. 31, 2021 | Oct. 26, 2021 |
Founder Shares Forfeitured During Period | 0 | 0 | |
Over-Allotment Option | |||
Common stock, other shares, outstanding | 412,500 | 412,500 | 412,500 |
Statements Of Changes In Stockh
Statements Of Changes In Stockholders' Equity - USD ($) | Total | Common Class A [Member] | Class B Common Stock | Common Stock | Common StockCommon Class A [Member] | Common StockClass B Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalClass B Common Stock | Retained earnings (accumulated deficit) | Retained earnings (accumulated deficit)Class B Common Stock | |
Beginning Balance, shares at Jul. 19, 2020 | 0 | 0 | |||||||||
Beginning Balance, Value at Jul. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Issuance of common stock to Sponsor, Shares | [1] | 3,162,500 | |||||||||
Proceeds from sale of Private Placement Warrants to the Sponsor (net of offering costs), Value | [1] | $ 25,000 | $ 316 | $ 24,684 | $ 0 | ||||||
Net loss | (1,000) | $ (1,000) | $ 0 | (1,000) | |||||||
Ending balance, shares at Dec. 31, 2020 | 3,162,500 | 0 | |||||||||
Ending Balance, Value at Dec. 31, 2020 | 24,000 | $ 316 | $ 0 | 24,684 | (1,000) | ||||||
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs), Value | 8,222,809 | 0 | 8,222,809 | ||||||||
Proceeds from sale of Private Placement Warrants to the Sponsor (net of offering costs), Value | 3,304,770 | 0 | 3,304,770 | ||||||||
Accretion for Class A Common Stock to redemption value | (9,930,928) | (9,930,928) | |||||||||
Net loss | (347,103) | $ (211,726) | $ (135,377) | (347,103) | |||||||
Ending balance, shares at Dec. 31, 2021 | 3,162,500 | 0 | |||||||||
Ending Balance, Value at Dec. 31, 2021 | $ 1,273,548 | $ 316 | $ 0 | $ 1,621,335 | $ (348,103) | ||||||
[1] | Includes to 412,500 Founder Shares subject to forfeiture to the extent that the over allotment option is not exercised in full or part by the underwriter. The underwriters exercised the over-allotment option in full, and no Founders Shares were forfeited. (see Note 5). |
Statements Of Changes In Stoc_2
Statements Of Changes In Stockholder's Equity (Deficit) (Parenthetical) - shares | Dec. 31, 2021 | Dec. 31, 2021 | Oct. 26, 2021 | Dec. 31, 2020 |
Common stock, shares outstanding | 3,162,500 | 3,162,500 | 3,162,500 | 3,162,500 |
Founder shares forfeitured during period | 0 | 0 | ||
Over-Allotment Option | ||||
Common stock, shares outstanding | 412,500 | 412,500 |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,000) | $ (347,103) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income on investments held in Trust Account | (6,830) | |
Deferred tax asset | (5,506) | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other assets | (689,368) | |
Due to Affiliates | (5,000) | |
Accounts payable and accrued expenses | 1,000 | 43,252 |
Franchise Tax Payable | 34,902 | |
Net cash flows used in operating activities | (975,653) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash deposited to Trust Account | (127,765,000) | |
Net cash flows used in investing activities | (127,765,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock Sponsor | 25,000 | |
Proceeds from initial public offering, net of underwriters' discount | 126,500,000 | |
Proceeds from private placement | 3,316,000 | |
Proceeds from notes payables | 205,000 | |
Payment of notes payables | (205,000) | |
Payment of offering costs | (429,349) | |
Net cash flows provided by financing activities | 25,000 | 129,386,651 |
NET CHANGE IN CASH | 25,000 | 645,998 |
CASH, BEGINNING OF THE YEAR | 25,000 | |
CASH, END OF THE YEAR | 25,000 | $ 670,998 |
Supplemental disclosure of noncash activities: | ||
Deferred offering costs paid directly by affiliates | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 – Description of Organization and Business Operations and Liquidity OPY Acquisition Corp. I (the “Company”) was incorporated in Delaware on July 20, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021, relates to the Company’s formation and Initial Public Offering (“IPO”), which is 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 one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 2,100,667 private placement warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, OPY Acquisition LLC I (the “Sponsor”) generating gross proceeds of $3,151,000 which is described in Note 4. Simultaneously with the closing the Over-Allotment, the Company consummated the sale of an additional 110,000 Private Placement Warrants at a price of $1.50 in a private placement to the Sponsor, generating gross proceeds of $165,000 which is described in Note 4. Offering costs for the IPO amounted to $2,654,349, consisting of $2,200,000 underwriting fees (1,466,667 Private Placement Warrants valued at $1.50 per Private Placement Warrant was issued to the underwriters in lieu of underwriting fees) and $454,349 of other costs. Offering costs for the Over-Allotment amounted to $330,000 consisting of 220,000 Private Placement Warrants valued at $1.50 per Private Placement Warrant or $330,000 of underwriting fees. Following the closing of the IPO and the Over-Allotment, $127,765,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into 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. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 480 (“ASC 480”)Subtopic 10-S99, 470-20 480-10-S99. carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by April 29, 2023, 18 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a 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 amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) COVID-19 COVID-19 Liquidity and Capital Resources As of December 31, 2021, the Company had $670,998 in its operating bank accounts, $127,771,830 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith and working capital of $960,555. As of December 31, 2021, approximately $8,675 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. Investments Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $2,984,349 ( consisting of 1,686,667 Private Placement Warrants valued at $1.50 per Private Placement Warrant or $2,530,000 issued to the underwriters’ in lieu of of underwriting fees) and $454,349 of other costs and was charged to stockholders’ equity upon the completion of the IPO. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. As of December 31, 2021 and 2020, the carrying values of cash, prepaid expenses, deferred offering costs, accounts payable and accrued expenses, franchise tax payable, and due to affiliates approximate their fair values primarily due to the short-term nature of the instruments. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision (benefit) for income taxes is comprised of the following: December 31, Current expense $ — Deferred expense 74,048 Change in valuation allowance (68,542 ) Total income tax benefit $ 5,506 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, Deferred tax assets $ 74,048 Deferred tax liabilities — Valuation allowance for deferred tax assets (68,542 ) Net deferred tax assets $ 5,506 The deferred tax assets as of December 31, 2021 were comprised of the tax effect of cumulative temporary differences as follows: December 31, Capitalized expenses before business combination $ 68,542 Valuation allowance for deferred tax assets (68,542 ) Total $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. At the year ended December 31, the valuation allowance was $68,542. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 19.43 % Income tax provision expense 1.57 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 12,650,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 126,500,000 Less: Proceeds allocated to Public Warrants (8,420,695 ) Class A common stock issuance costs (245,233 ) Plus: Accretion of carrying value to redemption value 9,930,928 Class A common stock subject to possible redemption $ 127,765,000 Net Loss per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 8,535,667 Common Stock at $11.50 per share were issued on October 29, 2021. At December 31, 2021, no Public Warrants or Private Placement Warrants have been exercised. The 8,535,667 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. For the year ended December 31, 2021 For the period July 20, 2020 (inception) to December 31, 2020 Basic and diluted net loss per share: Class A Common Stock Common Stock Class A Common Stock Common Stock Numerator: Allocation of net loss, including accretion of temporary equity $ (135,377 ) $ (211,726 ) $ — $ (1,000 ) Denominator: Weighted average shares outstanding 2,186,438 2,814,418 — 3,162,500 Basic and dilution net loss per share $ (0.07 ) $ (0.07 ) $ — $ — Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021, with no impact upon adoption. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO and the Over-Allotment on October 29, 2021 and November 5, 2021 respectively, the Company sold an aggregate of 12,650,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, on October 29, 2021 the Company consummated the issuance and sale (“Private Placement”) of 2,100,667 Private Placement Warrants in a private placement transaction at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $3,151,000. Upon the closing of the Over-Allotment on November 5, 2021, the Company consummated a private sale of an additional 110,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $165,000. Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. The Sponsor and the Company’s officers and directors and other holders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On August 20, 2020, the Sponsor purchased 2,875,000 shares of common stock (the “Founder Shares”) of the Company’s common stock, par value $ 0.0001 for an aggregate price of $25,000. The Founder Shares will automatically convert into common shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. In connection with the increase in the size of the offering, on October 26, 2021 the Company declared a 10% stock dividend on each founder share thereby increasing the number of issued and outstanding founder shares to 3,162,500 (up to 412,500 of which are subject to forfeiture) so as to maintain the number of founder shares at 20% of the outstanding shares of our common stock upon the consummation of this offering. The Initial Stockholders agreed to forfeit up to 412,500 Founder Shares to the extent that the over- allotment option is not exercised in full by the underwriter. Since the underwriters exercised the over-allotment option in full, no Founders Shares were forfeited. The Sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the common equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans On March 30, 2021 , the Sponsor loaned the Company an aggregate of up to $75,000 to cover expenses related to the IPO pursuant to a promissory note. On March 31, 2021 , the Company and the Sponsor entered into a second promissory note (collectively, the “Notes”) for $30,000 which converted the due to affiliate balance of $25,000 at December 31, 2020 related to the offering costs paid by the Sponsor on the Company’s behalf. On September 15, 2021 , the Company and the Sponsor entered into a third promissory note for $100,000 to cover expenses related to the IPO. These loans are non-interest bearing and payable on the completion of the IPO or June 30, 2022, whichever is earlier. The notes payable of $205,000 were repaid on December 14, 2021. As of December 31, 2021 and December 31, 2020, the Company no borrowings under the Notes. The promissory Notes are no longer available to the Company. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At December 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Support Services The Company will |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid an underwriting fee consisting of 1,466,667 warrants for the IPO and an additional 220,000 warrants in connection with the Over-Allotment valued at $1.50 per warrant or $2,530,000 in the aggregate under the same terms as the Private Placement Warrants. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Pursuant to the Amended and Restated Certificate of Incorporation as of October 26, 2021 the Company is authorized to issue the following classes of stock: Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 12,650,000 shares subject to redemption which are presented as temporary equity. At December 31, 2020, there were 0 shares issued and outstanding. Common Stock — The Company is authorized to issue 10,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At December 31, 2021 and December 31, 2020, there were 3,162,500 shares of common stock issued and outstanding. The Sponsor will collectively own 20% of the Company’s issued and outstanding common stock after the IPO (assuming the Sponsor does not purchase any Public Shares in the IPO and excluding the representative shares Holders of common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. Warrants—At December 31, 2021, there were 6,325,000 Public Warrants and 3,897,334 Private Placement Warrants outstanding. At December 31, 2020, there were no Public Warrants or Private Placement Warrants outstanding. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 “30-day • if, and only if, the last reported sale price (the “closing price”) of our common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants— Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those common stock is available throughout the 30-day If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities . All of the Company’s investments held in the Trust Account are classified as trading securities. There were assets held in the Trust Account at December 31, 2020. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 127,771,830 — — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued and determined that there were no subsequent events that would require adjustment or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $2,984,349 ( consisting of 1,686,667 Private Placement Warrants valued at $1.50 per Private Placement Warrant or $2,530,000 issued to the underwriters’ in lieu of of underwriting fees) and $454,349 of other costs and was charged to stockholders’ equity upon the completion of the IPO. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. As of December 31, 2021 and 2020, the carrying values of cash, prepaid expenses, deferred offering costs, accounts payable and accrued expenses, franchise tax payable, and due to affiliates approximate their fair values primarily due to the short-term nature of the instruments. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision (benefit) for income taxes is comprised of the following: December 31, Current expense $ — Deferred expense 74,048 Change in valuation allowance (68,542 ) Total income tax benefit $ 5,506 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, Deferred tax assets $ 74,048 Deferred tax liabilities — Valuation allowance for deferred tax assets (68,542 ) Net deferred tax assets $ 5,506 The deferred tax assets as of December 31, 2021 were comprised of the tax effect of cumulative temporary differences as follows: December 31, Capitalized expenses before business combination $ 68,542 Valuation allowance for deferred tax assets (68,542 ) Total $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. At the year ended December 31, the valuation allowance was $68,542. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 19.43 % Income tax provision expense 1.57 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Class A common stock subject to possible redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 12,650,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 126,500,000 Less: Proceeds allocated to Public Warrants (8,420,695 ) Class A common stock issuance costs (245,233 ) Plus: Accretion of carrying value to redemption value 9,930,928 Class A common stock subject to possible redemption $ 127,765,000 |
Net Loss per Common Share | Net Loss per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 8,535,667 Common Stock at $11.50 per share were issued on October 29, 2021. At December 31, 2021, no Public Warrants or Private Placement Warrants have been exercised. The 8,535,667 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. For the year ended December 31, 2021 For the period July 20, 2020 (inception) to December 31, 2020 Basic and diluted net loss per share: Class A Common Stock Common Stock Class A Common Stock Common Stock Numerator: Allocation of net loss, including accretion of temporary equity $ (135,377 ) $ (211,726 ) $ — $ (1,000 ) Denominator: Weighted average shares outstanding 2,186,438 2,814,418 — 3,162,500 Basic and dilution net loss per share $ (0.07 ) $ (0.07 ) $ — $ — |
Accounting for warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021, with no impact upon adoption. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Net Deferred Tax Assets | The total provision (benefit) for income taxes is comprised of the following: December 31, Current expense $ — Deferred expense 74,048 Change in valuation allowance (68,542 ) Total income tax benefit $ 5,506 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, Deferred tax assets $ 74,048 Deferred tax liabilities — Valuation allowance for deferred tax assets (68,542 ) Net deferred tax assets $ 5,506 |
Summary of Reconciliation of Federal Income Tax Rate (benefit) | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 19.43 % Income tax provision expense 1.57 % |
Summary of Common Stock Subject to Possible Redemption | At December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 126,500,000 Less: Proceeds allocated to Public Warrants (8,420,695 ) Class A common stock issuance costs (245,233 ) Plus: Accretion of carrying value to redemption value 9,930,928 Class A common stock subject to possible redemption $ 127,765,000 |
Summary of Basic and Diluted Net Loss Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. For the year ended December 31, 2021 For the period July 20, 2020 (inception) to December 31, 2020 Basic and diluted net loss per share: Class A Common Stock Common Stock Class A Common Stock Common Stock Numerator: Allocation of net loss, including accretion of temporary equity $ (135,377 ) $ (211,726 ) $ — $ (1,000 ) Denominator: Weighted average shares outstanding 2,186,438 2,814,418 — 3,162,500 Basic and dilution net loss per share $ (0.07 ) $ (0.07 ) $ — $ — |
Summary of deferred tax assets tax effect of cumulative temporary differences | The deferred tax assets as of December 31, 2021 were comprised of the tax effect of cumulative temporary differences as follows: December 31, Capitalized expenses before business combination $ 68,542 Valuation allowance for deferred tax assets (68,542 ) Total $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets Measured At Fair Value On Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 127,771,830 — — |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity - Additional Information (Detail) | Dec. 31, 2021USD ($)Day$ / shares | Nov. 05, 2021USD ($)$ / sharesshares | Oct. 29, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares |
Entity incorporation, Date of incorporation | Jul. 20, 2020 | ||||
Shares issued, Price per share | $ / shares | $ 11.50 | ||||
Proceeds from issuance initial public offering | $ 126,500,000 | ||||
Proceeds from issuance of warrants | $ 8,420,695 | ||||
Per share value of restricted assets | $ / shares | $ 10.10 | ||||
Term of restricted investments | 180 days | ||||
Temporary equity, Redemption price per share | $ / shares | $ 10.10 | $ 10.10 | |||
Minimum net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |||
Percentage of public shares for which redemption restriction is applied | 15.00% | 15.00% | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | |||
Business combination completion date | Apr. 29, 2023 | ||||
Period within which business combination shall be consummated from the closing of initial public offer | 18 months | ||||
Number of days within which the public shares shall be redeemed | Day | 10 | ||||
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities | $ 100,000 | $ 100,000 | |||
Temporary equity, Liquidation preference per share | $ / shares | $ 10.10 | $ 10.10 | |||
Proceeds from issuance of common stock | $ 25,000 | ||||
Proceeds from issuance of private placement | $ 3,316,000 | ||||
Operating bank account | $ 670,998 | 670,998 | |||
Investments held in Trust Account | 127,771,830 | $ 0 | 127,771,830 | ||
Working capital | $ 960,555 | 960,555 | |||
Investments held in trust account interest income to pay tax obligations | $ 8,675 | ||||
Minimum | |||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | 80.00% | |||
Equity method investment, Ownership percentage | 50.00% | 50.00% | |||
Sponsor | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ / shares | $ 1.50 | ||||
Class of warrants and rights issued during the period | shares | 110,000 | ||||
Proceeds from issuance of private placement | $ 165,000 | ||||
IPO | |||||
Offering costs | $ 2,654,349 | $ 2,984,349 | |||
Payments for underwriting expense | $ 1,466,667 | 2,200,000 | 2,530,000 | ||
Other offering costs | $ 454,349 | $ 454,349 | |||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-half a redeemable warrant. | ||||
IPO | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued to cover underwriting expense | shares | (1,466,667) | 1,686,667 | |||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||
Private Placement | Sponsor | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued | shares | 110,000 | 2,100,667 | |||
Class of warrant or right, Warrants issued, Price per warrant | $ / shares | $ 1.50 | $ 1.50 | |||
Proceeds from issuance of warrants | $ 165,000 | $ 3,151,000 | |||
Over-Allotment Option | |||||
Stock issued during period, Shares | shares | 1,650,000 | ||||
Proceeds from issuance initial public offering | $ 16,500,000 | ||||
Offering costs | 330,000 | ||||
Payments for underwriting expense | $ 220,000 | ||||
Payments to acquire restricted investments | $ 127,765,000 | ||||
Share price | $ / shares | $ 10 | ||||
Proceeds from issuance of common stock | $ 16,500,000 | ||||
Over-Allotment Option | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued to cover underwriting expense | shares | 220,000 | ||||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ / shares | $ 1.50 | ||||
Class A Common Stock | |||||
Proceeds from issuance initial public offering | $ 110,000,000 | ||||
Temporary equity, Redemption price per share | $ / shares | $ 10.10 | $ 10.10 | $ 10.10 | ||
Stock conversion basis | one-half of one | ||||
Class A Common Stock | Public Warrants | |||||
Shares issuable per warrant | shares | 1 | ||||
Exercise price of warrant | $ / shares | $ 11.50 | ||||
Class A Common Stock | IPO | |||||
Stock issued during period, Shares | shares | 11,000,000 | ||||
Shares issued, Price per share | $ / shares | $ 10 | ||||
Class A Common Stock | IPO | Public Warrants | |||||
Shares issuable per warrant | shares | 1 | ||||
Exercise price of warrant | $ / shares | $ 11.50 | ||||
Class A Common Stock | Private Placement | Private Placement Warrants | |||||
Shares issuable per warrant | shares | 1 | ||||
Exercise price of warrant | $ / shares | $ 11.50 | ||||
Class A Common Stock | Over-Allotment Option | |||||
Stock issued during period, Shares | shares | 12,650,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Oct. 29, 2021 | Dec. 31, 2021 | Oct. 26, 2021 | Dec. 31, 2020 |
Cash equivalents at carrying value | $ 0 | $ 0 | $ 0 | ||
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | 0 | $ 0 | ||
Change in valuation allowance | $ 68,542 | ||||
Stock issued during period, shares, conversion of units | 8,535,667 | ||||
Shares issued, Price per share | $ 11.50 | ||||
Common stock, shares outstanding | 3,162,500 | 3,162,500 | 3,162,500 | 3,162,500 | |
IPO [Member] | |||||
Offering costs | $ 2,654,349 | $ 2,984,349 | |||
Payments for underwriting expense | $ 1,466,667 | 2,200,000 | 2,530,000 | ||
Other offering costs | $ 454,349 | $ 454,349 | |||
IPO [Member] | Private Placement Warrants [Member] | |||||
Class of warrant or right, Warrants issued to cover underwriting expense | (1,466,667) | 1,686,667 | |||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ 1.50 | $ 1.50 | $ 1.50 | ||
Common Class A [Member] | |||||
Temporary Equity, Shares Outstanding | 12,650,000 | 12,650,000 | 12,650,000 | ||
Common stock, shares outstanding | 0 | 0 | 0 | ||
Common Class A [Member] | Public Warrants [Member] | |||||
Common stock, shares outstanding | 8,535,667 | 8,535,667 | |||
Common Class A [Member] | IPO [Member] | |||||
Shares issued, Price per share | $ 10 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Net Deferred Tax Assets (Detail) | Dec. 31, 2021USD ($) |
Deferred tax asset | |
Deferred tax asset | $ 74,048 |
Deferred tax liabilities | 0 |
Valuation allowance for deferred tax assets | (68,542) |
Net deferred tax assets | $ 5,506 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Income Tax Provision (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Current expense | $ 0 |
Deferred expense | 74,048 |
Change in valuation allowance | (68,542) |
Total income tax benefit | $ 5,506 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Reconciliation of Federal Income Tax Rate (benefit) (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | 19.43% |
Income tax provision expense | 1.57% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Common Stock Subject to Possible Redemption (Detail) - USD ($) | Oct. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Gross proceeds | $ 126,500,000 | ||
Less: Proceeds allocated to Public Warrants | (8,420,695) | ||
Class A common stock issuance costs | (245,233) | ||
Class A common stock subject to possible redemption | 127,765,000 | ||
Common Class A [Member] | |||
Gross proceeds | $ 110,000,000 | ||
Plus: Accretion of carrying value to redemption value | 9,930,928 | ||
Class A common stock subject to possible redemption | $ 127,765,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | ||
Numerator: | ||||
Allocation of net loss, including accretion of temporary equity | $ (1,000) | $ (1,000) | $ (347,103) | |
Denominator: | ||||
Weighted average shares outstanding | [1] | 3,162,500 | 2,814,418 | |
Basic and dilution net loss per share | $ (0.07) | |||
Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss, including accretion of temporary equity | $ (1,000) | $ (211,726) | ||
Denominator: | ||||
Weighted average shares outstanding | 3,162,500 | 2,814,418 | ||
Basic and dilution net loss per share | $ 0 | $ (0.07) | ||
Common Class A [Member] | ||||
Denominator: | ||||
Weighted average shares outstanding | 0 | 2,186,438 | ||
Basic and dilution net loss per share | $ 0 | $ (0.07) | ||
Common Class A [Member] | Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss, including accretion of temporary equity | $ 0 | $ (135,377) | ||
[1] | Excludes up to 412,500 Founder Shares subject to forfeiture to the extent that the over allotment option is not exercised in full or part by the underwriter. The underwriters exercised the over-allotment option in full, and no Founders Shares were forfeited. (see Note 5). |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of deferred tax assets tax effect of cumulative temporary differences (Detail) | Dec. 31, 2021USD ($) |
Components of Deferred Tax Assets [Abstract] | |
Capitalized expenses before business combination | $ 68,542 |
Valuation allowance for deferred tax assets | (68,542) |
Total | $ 0 |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment - Additional Information (Detail) - $ / shares | Nov. 05, 2021 | Oct. 29, 2021 |
Business Acquisition [Line Items] | ||
Shares issued, Price per share | $ 11.50 | |
IPO | ||
Business Acquisition [Line Items] | ||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-half a redeemable warrant. | |
Over-Allotment Option [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued during period, Shares | 1,650,000 | |
Class A Common Stock | ||
Business Acquisition [Line Items] | ||
Stock conversion basis | one-half of one | |
Class A Common Stock | Public Warrants | ||
Business Acquisition [Line Items] | ||
Class of warrant or right, number of securities called by each warrant or right | 1 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Class A Common Stock | IPO | ||
Business Acquisition [Line Items] | ||
Stock issued during period, Shares | 11,000,000 | |
Shares issued, Price per share | $ 10 | |
Class A Common Stock | IPO | Public Warrants | ||
Business Acquisition [Line Items] | ||
Class of warrant or right, number of securities called by each warrant or right | 1 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Class A Common Stock | Over-Allotment Option [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued during period, Shares | 12,650,000 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Details) - USD ($) | Nov. 05, 2021 | Oct. 29, 2021 | Dec. 31, 2021 |
Proceeds from issuance of warrants | $ 8,420,695 | ||
Class A Common Stock | Private Placement | Private Placement Warrants | |||
Class of warrant or right, number of securities called by each warrant or right | 1 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||
Sponsor | Private Placement Warrants | |||
Lock up period | 30 days | ||
Sponsor | Private Placement | Private Placement Warrants | |||
Class of warrant or right, Warrants issued | 110,000 | 2,100,667 | |
Class of warrant or right, Warrants issued, Price per warrant | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 165,000 | $ 3,151,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 14, 2021 | Nov. 05, 2021 | Oct. 29, 2021 | Oct. 26, 2021 | Dec. 31, 2020 | Aug. 20, 2020 | Dec. 31, 2021 | Sep. 15, 2021 | Mar. 31, 2021 | Mar. 30, 2021 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Percentage of stock dividend declared | 10.00% | ||||||||||
Common stock, shares, issued | 3,162,500 | 3,162,500 | 3,162,500 | 3,162,500 | |||||||
Stock issued during period, value, issued for services | $ 3,304,770 | ||||||||||
Common stock, shares outstanding | 3,162,500 | 3,162,500 | 3,162,500 | 3,162,500 | |||||||
Repayment of related party debt | $ 205,000 | ||||||||||
Sponsor | |||||||||||
Common stock, par or stated value per share | $ 0.0001 | ||||||||||
Notes payable - related party | $ 0 | $ 0 | $ 0 | ||||||||
Repayment of related party debt | $ 205,000 | ||||||||||
Sponsor | Promissory Note | |||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||
Sponsor | Second Promissory Note | |||||||||||
Debt instrument, face amount | $ 30,000 | ||||||||||
Sponsor | Due To Affiliate Current Amount Converted To Second Promissory Note | |||||||||||
Debt conversion, original debt, amount | 25,000 | ||||||||||
Sponsor | Third Promissory Note | |||||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||
Sponsor | Notes | |||||||||||
Debt instrument, payment terms | payable on the completion of the IPO or June 30, 2022, whichever is earlier | ||||||||||
Sponsor | Restriction On Transfer of Founder Shares | |||||||||||
Number of trading days determining share price | 30 days | ||||||||||
Number of consecutive trading days determining share price | 20 days | ||||||||||
Threshold number of trading days determining share price | 150 days | ||||||||||
Sponsor | Restriction On Transfer of Founder Shares | Share Price Equals or Exceeds Twelve USD | |||||||||||
Share price | $ 12 | $ 12 | |||||||||
An Entity Affiliated With The Sponsor | Support Services | |||||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||||
Due to related parties, current | $ 20,000 | 0 | $ 20,000 | ||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 20,000 | $ 0 | |||||||||
Working Capital Loans | |||||||||||
Debt instrument, convertible, carrying amount of equity component | 2,000,000 | 2,000,000 | |||||||||
Debt instrument, convertible, conversion price | $ 1.50 | ||||||||||
Bank overdrafts | $ 0 | $ 0 | $ 0 | ||||||||
Founder Shares | |||||||||||
Percentage of common stock outstanding | 20.00% | ||||||||||
Founder Shares | Sponsor | |||||||||||
Stock issued during period, shares, issued for services | 2,875,000 | ||||||||||
Common stock, terms of conversion | The Founder Shares will automatically convert into common shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, | ||||||||||
Stock issued during period, value, issued for services | $ 25,000 | ||||||||||
Lock up period | 1 year | ||||||||||
Over-Allotment Option | |||||||||||
Common stock, shares outstanding | 412,500 | 412,500 | |||||||||
Common stock, other shares, outstanding | 412,500 | 412,500 | 412,500 | ||||||||
Share price | $ 10 | ||||||||||
Over-Allotment Option | Founder Shares | |||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Nov. 05, 2021 | Oct. 29, 2021 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||||
Proceeds from issuance initial public offering | $ 126,500,000 | |||
Over-Allotment Option | ||||
Loss Contingencies [Line Items] | ||||
Payments for underwriting expense | $ 220,000 | |||
Stock issued during period, Shares | 1,650,000 | |||
Proceeds from issuance initial public offering | $ 16,500,000 | |||
Over-Allotment Option | Private Placement Warrants | ||||
Loss Contingencies [Line Items] | ||||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ 1.50 | |||
IPO | ||||
Loss Contingencies [Line Items] | ||||
Payments for underwriting expense | $ 1,466,667 | $ 2,200,000 | $ 2,530,000 | |
IPO | Private Placement Warrants | ||||
Loss Contingencies [Line Items] | ||||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ 1.50 | $ 1.50 | $ 1.50 | |
Underwriting Agreement [Member] | Over-Allotment Option | ||||
Loss Contingencies [Line Items] | ||||
Option vesting period | 45 days | |||
Common stock, shares subscribed but unissued | 1,650,000 | |||
Underwriting Agreement [Member] | IPO | ||||
Loss Contingencies [Line Items] | ||||
Payments for underwriting expense | $ 2,530,000 | |||
Underwriting Agreement [Member] | IPO | Private Placement Warrants | ||||
Loss Contingencies [Line Items] | ||||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ 1.50 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Oct. 29, 2021 | Dec. 31, 2021 | Oct. 26, 2021 | Dec. 31, 2020 | Aug. 20, 2020 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common Stock, Voting Rights | one | ||||
Common stock, shares, issued | 3,162,500 | 3,162,500 | 3,162,500 | ||
Common stock, shares outstanding | 3,162,500 | 3,162,500 | 3,162,500 | ||
Common Stock | |||||
Number of Trading Days Determining Volume Weighted Average Trading Price Per Share | 60 days | ||||
Common Stock | Share Price Less Than Nine Point Twenty [Member] | |||||
Share price | $ 9.20 | ||||
Common Stock | Share Price Below Nine Point Twenty USD [Member] | |||||
Volume Weighted Average Trading Price Per Share | $ 9.20 | ||||
Class Of Warrant or Right Exercise Price Adjustment Percentage | 115.00% | ||||
Public Warrants | |||||
Common stock, other shares, outstanding | 0 | ||||
Class Of Warrant Or Right Number Of Days After Which Warrants Or Rights Becomes Exercisable | 30 days | ||||
Warrants and Rights Outstanding, Term | 5 years | ||||
Minimum Notice Period | 30 days | ||||
Private Placement Warrants [Member] | |||||
Common stock, other shares, outstanding | 0 | ||||
Sponsor | |||||
Common stock, par or stated value per share | $ 0.0001 | ||||
Percentage of Common Stock Issued And Outstanding Owned After Initial Public Offer | $ 20 | ||||
Class A Common Stock | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common Stock, Voting Rights | one | ||||
Common stock, shares, issued | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | |||
Temporary Equity, Shares Outstanding | 12,650,000 | 12,650,000 | |||
Class A Common Stock | Common Stock | |||||
Number of Trading Days Determining Share Price | 20 days | ||||
Number Of Consecutive Trading Days Determining Share Price | 30 days | ||||
Class A Common Stock | Common Stock | Share Price Equals Or Exceeds Eighteen USD [Member] | |||||
Share price | $ 18 | ||||
Class A Common Stock | Public Warrants | |||||
Common stock, shares outstanding | 8,535,667 | ||||
Class of Warrant Or Right Redemption Price per Warrant | $ 0.01 | ||||
Minimum Notice Period | 30 days | ||||
IPO [Member] | Public Warrants | |||||
Common stock, other shares, outstanding | 6,325,000 | ||||
IPO [Member] | Private Placement Warrants [Member] | |||||
Common stock, other shares, outstanding | 3,897,334 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - US Treasury Securities [Member] | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure | $ 1 |
(Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure | 127,771,830 |
(Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure | 0 |
(Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Cash and marketable securities held in trust account | $ 127,771,830 | $ 0 |