Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 29, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | MALLARD ACQUISITION CORP. | ||
Trading Symbol | MACU | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 13,750,000 | ||
Entity Public Float | $ 109,780,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001805795 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39611 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-4904992 | ||
Entity Address, Address Line One | 19701 Bethel Church Road | ||
Entity Address, Address Line Two | Suite 302 | ||
Entity Address, City or Town | Cornelius | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28031 | ||
City Area Code | (813) | ||
Local Phone Number | 407-0444 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Marcum llp | ||
Auditor Location | Houston, TX | ||
Auditor Firm ID | 688 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 60,877 | $ 782,937 |
Prepaid expenses | 133,333 | 292,552 |
Total Current Assets | 194,210 | 1,075,489 |
Marketable securities held in Trust Account | 111,113,029 | 111,101,918 |
TOTAL ASSETS | 111,307,239 | 112,177,407 |
Current Liabilities | ||
Accounts payable and accrued expenses | 184,042 | 106,241 |
Promissory note – related party | 500,000 | |
Total Current Liabilities | 684,042 | 106,241 |
Warrant liabilities | 5,920,000 | 15,750,000 |
Deferred underwriting fee payable | 3,850,000 | 3,850,000 |
Total Liabilities | 10,454,042 | 19,706,241 |
Commitments | ||
Common stock subject to possible redemption; 11,000,000 shares at redemption value of $10.10 per share at December 31, 2021 and 2020 | 111,100,000 | 111,100,000 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,750,000 shares issued and outstanding (excluding 11,000,000 shares subject to possible redemption) at December 31, 2021 and 2020 | 275 | 275 |
Additional paid-in capital | ||
Accumulated deficit | (10,247,078) | (18,629,109) |
Total Stockholders’ Deficit | (10,246,803) | (18,628,834) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 111,307,239 | $ 112,177,407 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 11,000,000 | 11,000,000 |
Common stock subject to possible redemption, value per share (in Dollars per share) | $ 10.1 | $ 10.1 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,750,000 | 2,750,000 |
Common stock, shares outstanding | 2,750,000 | 2,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 236,698 | $ 1,459,079 |
Loss from operations | (236,698) | (1,459,079) |
Other income (expense): | ||
Interest earned on investments held in Trust Account | 1,918 | 11,110 |
Change in fair value of warrant liabilities | 1,520,000 | 9,830,000 |
Change in fair value of Over-Allotment Options | 73,160 | |
Fair value of Private Placement Warrants in excess of purchase price | (3,800,000) | |
Transaction costs allocable to Public and Private Placement Warrants | (543,798) | |
Other income (expense), net | (2,748,720) | 9,841,110 |
Net income (loss) | $ (2,985,418) | $ 8,382,031 |
Basic and diluted weighted average shares outstanding, redeemable common stock (in Shares) | 2,242,718 | 11,000,000 |
Basic and diluted net income (loss) per share, redeemable common stock (in Dollars per share) | $ (0.6) | $ 0.61 |
Basic and diluted weighted average shares outstanding, non-redeemable common stock (in Shares) | 2,750,000 | 2,750,000 |
Basic and diluted net income (loss) per share, non-redeemable common stock (in Dollars per share) | $ (0.6) | $ 0.61 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 25, 2020 | ||||
Balance (in Shares) at Feb. 25, 2020 | ||||
Balance at Dec. 31, 2020 | $ 275 | (18,629,109) | (18,628,834) | |
Balance (in Shares) at Dec. 31, 2020 | 2,750,000 | |||
Issuance of common stock to Sponsor | $ 316 | 24,684 | 25,000 | |
Issuance of common stock to Sponsor (in Shares) | 3,162,500 | |||
Forfeiture of Founder Shares | $ (41) | 41 | ||
Forfeiture of Founder Shares (in Shares) | (412,500) | |||
Remeasurement to shares subject to possible redemption amount | (560,552) | (15,570,531) | (16,131,083) | |
Remeasurement of Over-Allotment Option | (73,160) | (73,160) | ||
Excess of fair value of the Founder Shares and Private Placement Warrants transferred to Anchor Investors | 535,827 | 535,827 | ||
Net income (loss) | (2,985,418) | (2,985,418) | ||
Balance at Dec. 31, 2021 | $ 275 | (10,247,078) | (10,246,803) | |
Balance (in Shares) at Dec. 31, 2021 | 2,750,000 | |||
Net income (loss) | $ 8,382,031 | $ 8,382,031 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (2,985,418) | $ 8,382,031 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (1,520,000) | (9,830,000) |
Change in fair value of Over-Allotment Option | (73,160) | |
Fair value of Private Placement Warrants in excess of purchase price | 3,800,000 | |
Transaction costs allocable to Public and Private Placement Warrants | 543,798 | |
Interest earned on investments held in Trust Account | (1,918) | (11,111) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (292,552) | 159,219 |
Accounts payable and accrued expenses | 106,241 | 77,801 |
Net cash used in operating activities | (423,009) | (1,222,060) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (111,100,000) | |
Net cash used in investing activities | (111,100,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 107,800,000 | |
Proceeds from sale of Private Placement Warrants | 5,000,000 | |
Proceeds from promissory note – related party | 285,392 | |
Repayment of promissory note – related party | (285,392) | |
Advance from Sponsor | 450,000 | 500,000 |
Repayment of advance from Sponsor | (450,000) | |
Payment of offering costs | (519,054) | |
Net cash provided by financing activities | 112,305,946 | 500,000 |
Net Change in Cash | 782,937 | (722,060) |
Cash – Beginning of period | 782,937 | |
Cash – End of period | 782,937 | 60,877 |
Non-Cash Investing and Financing Activities: | ||
Excess of fair value of Founder Shares | 535,827 | |
Deferred underwriting fee payable | $ 3,850,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mallard Acquisition Corp. (the “Company”) was incorporated in Delaware on February 26, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the value-added distribution, industrial specialty services, and differentiated manufacturing sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 26, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), 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 generates non-operating income in the form of interest income from marketable securities held in the Trust Account (as defined below), and non-operating gains and losses from the change in fair value of the warrant liabilities. The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2020. On October 29, 2020, the Company consummated the Initial Public Offering of 11,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $110,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant in a private placement to Mallard Founders Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,000,000, which is described in Note 4. Transaction costs amounted to $7,104,881, consisting of $2,200,000 of underwriting fees, $3,850,000 of deferred underwriting fees, $535,827 representing the excess fair value of the founder shares and private placement warrants offered to Anchor Investors (See Note 6), and $519,054 of other offering costs. The Company allocated $543,798 of these costs to the liability-classified Public Warrants described in Note 4, and the Private Placement Warrants, and immediately recognized this amount in the statements of operations for the year ended December 31, 2020. Following the closing of the Initial Public Offering on October 29, 2020, an amount of $111,100,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 a Business Combination with one or more target businesses that together have 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 interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. 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. The Company will provide its 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, solely in its discretion. 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 $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal 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 Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify 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 within 18 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until April 29, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the 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 the Company to pay its tax obligations (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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their 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 assets remaining available for distribution will be less than the amount initially funded in the Trust Account ($10.10 per share). 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 third party 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 to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering 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 with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had $60,877 in its operating bank accounts, $111,113,029 in 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 a working capital deficit of $476,803. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. As discussed in Note 5, the Sponsor advanced $500,000 to the Company during the year ended December 31, 2021. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern in accordance with the authoritative guidance in ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until April 29, 2022 to consummate a Business Combination. It is uncertain if the Company will be able to consummate a Business Combination by such date. If a Business Combination is not consummated by this date without an extension to the acquisition period, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after this date. Notwithstanding the stockholder approval of the Extension Amendment Proposal, the board of directors of the Company has determined that it is in the best interests of the Company and its stockholders to abandon and not implement the Extension Amendment Proposal, in accordance with the Amended and Restated Certificate of Incorporation. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 (“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 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. At the initial measurement date, the fair value of the Public Warrants was estimated using both a probability adjusted Black-Scholes option pricing model and a Monte Carlo simulation approach. The subsequent fair value measurement of the public warrants was estimated using the publicly traded closing price as of the reporting date. The initial and subsequent fair value measurement of the Private Placement Warrants was estimated by using a probability adjusted Black-Scholes option pricing method. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock 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 and 2020, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognized changes in redemption value immediately as they have adjusted the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds from the Initial Public Offering $ 110,000,000 Less: Proceeds allocated to Public Warrants (8,470,000 ) Common stock issuance costs (6,634,243 ) Plus: Remeasurement of carrying value to redemption value 16,204,243 Common stock subject to possible redemption- December 31, 2021 $ 111,100,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a “with and without method”, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs allocated to the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption immediately upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. Net Income (Loss) Per Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement warrants in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of common stock subject to redemption value is excluded from income (loss) per common share as the redemption value approximates fair value. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,500,000 shares of common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Year Ended (Inception) Through December 31, December 31, Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 6,705,625 $ 1,676,406 $ (1,341,043 ) $ (1,644,375 ) Denominator: Basic and diluted weighted average shares outstanding 11,000,000 2,750,000 2,242,718 2,750,000 Basic and diluted net income (loss) per share of common stock $ 0.61 $ 0.61 $ (0.60 ) $ (0.60 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (See Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 for emerging growth companies and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. Revision of Previously Issued Financial Statements In preparation of the Company’s financial statements as of and for the year ended December 31, 2021, the Company concluded that the grant date fair value of the underwriter over-allotment option should have been recognized and re-measured during the period from February 26, 2020 (Inception) through December 31, 2020, based on the fair value of the option using Black-Scholes. The following table presents the immaterial impact of the revisions to the 2020 financial statements: As Previously As Reported Adjustments Revised Statement of Operations for the Period from February 26, 2020 (Inception) Through December 31, 2020 Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Basic and diluted weighted average shares outstanding, redeemable common stock 2,242,718 — 2,242,718 Basic and diluted net loss per share, redeemable common stock $ (0.61 ) $ 0.01 $ (0.60 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,750,000 — 2,750,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.61 ) $ 0.01 $ (0.60 ) Statement of Changes in Stockholders’ Deficit for the Period from February 26, 2020 (Inception) Through December 31, 2020 Remeasurement of Common Stock to redemption amount $ (16,131,083 ) $ (73,160 ) $ (16,204,243 ) Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Statement of Cash Flows for the Period from February 26, 2020 (Inception) Through December 31, 2020 Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Net change in Over-allotment Liability $ — 73,160 $ 73,160 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,000,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of $5,000,000. The Sponsor agreed to purchase up to an additional 900,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, or an aggregate of $450,000, to the extent the underwriters exercise their over-allotment option in full or in part. However, the over-allotment option was not exercised and expired in December 2020. Each Private Placement Warrant is exercisable to purchase one-half of one share of common stock at a price of $11.50 per whole share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Company recognized the amount by which the initial fair value of the Private Placement Warrants exceeded the purchase price of $3,800,000 in the statement of operations for the year ended December 31, 2020. |
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 February 26, 2020, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate consideration of $25,000. On October 20, 2020, the Company effectuated a stock dividend of 0.1 share for each share of its outstanding common stock resulting in an aggregate of 3,162,500 Founder Shares outstanding. The Founder Shares included an aggregate of up 412,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). In December 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 412,500 shares. Accordingly, 2,750,000 Founder Shares remain issued and outstanding as of December 31, 2021 and 2020. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of a Business Combination or the date on which the closing price of the common stock exceeds $12.50 for any 20 trading days within a 30-day trading period following the closing of a Business Combination; (B) with respect to the remaining 50% of the Founder Shares, for a period ending on the six-month anniversary of the closing of a Business Combination or (C) in each case, subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On February 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the “IPO Promissory Note”). The IPO Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. The Company repaid the entire outstanding balance of $285,392 under the Sponsor Promissory Note on November 2, 2020. Borrowings under the IPO Promissory Note are no longer available. On August 27, 2021, as amended on September 30, 2021, the Sponsor issued a new promissory note to the Company for an amount up to $500,000 to cover working capital expenses (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of April 29, 2022 or the consummation of a Business Combination. As of December 31, 2021, there was $500,000 outstanding under the Promissory Note. Subsequently, on February 2, 2022 the Company amended the Promissory Note to increase the aggregate amount of the Promissory Note to $1,000,000. As stated in Note 5, Working Capital Loans have the option to be convertible to Private Placement Warrants up to the amount of $1,500,000 at $0.50 per warrant. The Promissory Note does not contain any convertible features and is not held the same as the Working Capital Loans described in Note 5. Advance from Sponsor As of October 29, 2020, the Sponsor advanced $450,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. The Company repaid the $450,000 advance from the Sponsor on November 4, 2020. Related Party 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, there were no amounts outstanding under the Working Capital Loans. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on October 27, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights requiring the Company to register such securities for resale. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,850,000 in the aggregate, that is only payable upon the closing of a Business Combination. Right of First Refusal Subject to certain conditions, the Company granted Chardan Capital Markets, LLC, for a period of 15 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Initial Public Offering. Anchor Investment In connection with the closing of the Initial Public Offering, certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased an aggregate of 10,370,000 Units. Separately, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which such investors purchased membership interests in the Sponsor representing indirect beneficial interests in up to 60,500 Founder Shares and 224,490 Private Placement Warrants upon closing of the Initial Public Offering. Neither the membership interests in the Sponsor nor the Founder Shares or Private Placement Warrants to be indirectly owned by such investors will be subject to forfeiture without their consent. The price paid by the anchor investors for the preceding Founder Share and Private Placement Warrant membership interests is approximately the same, proportionally, as that paid by the other members of the Sponsor, collectively, for the rest of such membership interests. The Company has valued the excess fair value of the Founder Shares and Private Placement Warrants offered to the anchor investors at $535,827. The excess of the fair value of the Founder Shares and Private Placement Warrants was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged to stockholders’ equity after the completion of the Initial Public Offering. There can be no assurance as to the number of Units the anchor investors will retain, if any, prior to or upon the consummation of a Business Combination. In the event that the anchor investors purchase such Units and vote them in favor of a Business Combination, a smaller portion of affirmative votes from other public stockholders would be required to approve a Business Combination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liabilities [Abstract] | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES As of December 31, 2021 and 2020, there are 11,000,000 Public Warrants which can be exercised to purchase an aggregate of 5,500,000 shares and 10,000,000 Private Placement Warrants which can be exercised to purchase an aggregate of 5,000,000 shares outstanding. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. 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 (x) 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax asset at December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 58,291 $ 961,502 Startup/Organization Expenses $ 295,128 — Total deferred tax asset 353,419 961,502 Valuation Allowance (353,419 ) (961,502 ) Deferred tax asset, net allowance $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from February 26, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2021 2020 Federal Current $ — $ — Deferred 608,083 (961,502 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance (608,083 ) 961,502 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had an approximate $278,000 and $235,000 U.S. federal net operating loss carryover available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 26, 2020 (inception) through December 31, 2020, and 2021, the change in the valuation allowance was $961,502 and $(608,083) respectfully. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance (7.3 )% 4.9 % True-up 10.9 % 0.0 % Change in value of derivative liability (24.6 )% (25.9 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the 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 and 2020, investments held in the Trust Account were comprised of $111,113,029 and $111,101,918, respectively, in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description December 31, Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 111,113,029 $ 111,113,029 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 3,080,000 $ 3,080,000 $ — $ — Warrant Liability – Private Placement Warrants $ 2,840,000 $ — $ — $ 2,840,000 Description December 31, Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 111,101,918 $ 111,101,918 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 8,800,000 $ 8,800,000 $ — $ — Warrant Liability – Private Placement Warrants $ 6,950,000 $ — $ — $ 6,950,000 The fair value of the Private Placement Warrants was estimated using a probability adjusted Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The assumptions under the model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, the expected term, and probability of an expected acquisition. Expected stock price volatility is based on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Private Placement Warrants. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, as adjusted for significant results, as necessary. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. Beginning in the fourth quarter of the period ended December 31, 2020, when the Public Warrants began trading in an active market, the fair value of the Public Warrants was determined using the close price as of the reporting date, which is considered to be a Level 1 fair value measurement due to the use of an observable market quote in an active market. The fair value of the Private Placement Warrants was estimated using the Black-Scholes model and the following assumptions: December 31, December 31, Estimated dividend yield — — Expected volatility 10.3 % 25 % Risk-free interest rate 1.04 % 0.36 % Expected term (years) 5.00 5.00 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Fair value as of January 1, 2021 $ 6,950,000 Change in fair value (4,110,000 ) Fair value as of December 31, 2021 $ 2,840,000 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during any of the periods presented. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 2, 2022, the Company amended the Promissory Note (the “Second Promissory Note”) to increase the principal amount of the note to $1,000,000. As of April 15, 2022, the amount outstanding under the Second Promissory Note was $740,000. On April 25, 2022, the Company held a special meeting of stockholders, at which the Company’s stockholders approved a proposed amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from April 29, 2022 to July 29, 2022, with an option for the Company, without another stockholder vote, to elect to extend the date to consummate a business combination for an additional three months, from July 29, 2022 to October 29, 2022 (the “Extension Amendment Proposal”). Notwithstanding the stockholder approval of the Extension Amendment Proposal, the board of directors of the Company determined that it was in the best interests of the Company and its stockholders to abandon and not implement the Extension Amendment Proposal. Due to the Company’s inability to consummate an initial business combination within the time period required by its amended and restated certificate of incorporation, the Company intends to dissolve and liquidate in accordance with the provisions of its amended and restated certificate of incorporation and will redeem all of the shares of outstanding common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.10. As of the close of business on April 29, 2022, the Public Shares represent only the right to receive the redemption amount. |
Accounting Policies, by Policy
Accounting Policies, by Policy (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 (“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 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. At the initial measurement date, the fair value of the Public Warrants was estimated using both a probability adjusted Black-Scholes option pricing model and a Monte Carlo simulation approach. The subsequent fair value measurement of the public warrants was estimated using the publicly traded closing price as of the reporting date. The initial and subsequent fair value measurement of the Private Placement Warrants was estimated by using a probability adjusted Black-Scholes option pricing method. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock 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 and 2020, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognized changes in redemption value immediately as they have adjusted the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds from the Initial Public Offering $ 110,000,000 Less: Proceeds allocated to Public Warrants (8,470,000 ) Common stock issuance costs (6,634,243 ) Plus: Remeasurement of carrying value to redemption value 16,204,243 Common stock subject to possible redemption- December 31, 2021 $ 111,100,000 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a “with and without method”, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs allocated to the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption immediately upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement warrants in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of common stock subject to redemption value is excluded from income (loss) per common share as the redemption value approximates fair value. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,500,000 shares of common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Year Ended (Inception) Through December 31, December 31, Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 6,705,625 $ 1,676,406 $ (1,341,043 ) $ (1,644,375 ) Denominator: Basic and diluted weighted average shares outstanding 11,000,000 2,750,000 2,242,718 2,750,000 Basic and diluted net income (loss) per share of common stock $ 0.61 $ 0.61 $ (0.60 ) $ (0.60 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (See Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 for emerging growth companies and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements In preparation of the Company’s financial statements as of and for the year ended December 31, 2021, the Company concluded that the grant date fair value of the underwriter over-allotment option should have been recognized and re-measured during the period from February 26, 2020 (Inception) through December 31, 2020, based on the fair value of the option using Black-Scholes. The following table presents the immaterial impact of the revisions to the 2020 financial statements: As Previously As Reported Adjustments Revised Statement of Operations for the Period from February 26, 2020 (Inception) Through December 31, 2020 Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Basic and diluted weighted average shares outstanding, redeemable common stock 2,242,718 — 2,242,718 Basic and diluted net loss per share, redeemable common stock $ (0.61 ) $ 0.01 $ (0.60 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,750,000 — 2,750,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.61 ) $ 0.01 $ (0.60 ) Statement of Changes in Stockholders’ Deficit for the Period from February 26, 2020 (Inception) Through December 31, 2020 Remeasurement of Common Stock to redemption amount $ (16,131,083 ) $ (73,160 ) $ (16,204,243 ) Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Statement of Cash Flows for the Period from February 26, 2020 (Inception) Through December 31, 2020 Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Net change in Over-allotment Liability $ — 73,160 $ 73,160 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of common stock subject to possible redemption reflected in the balance sheet | Gross proceeds from the Initial Public Offering $ 110,000,000 Less: Proceeds allocated to Public Warrants (8,470,000 ) Common stock issuance costs (6,634,243 ) Plus: Remeasurement of carrying value to redemption value 16,204,243 Common stock subject to possible redemption- December 31, 2021 $ 111,100,000 |
Schedule of basic and diluted net income (loss) per common stock | For the Year Ended (Inception) Through December 31, December 31, Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 6,705,625 $ 1,676,406 $ (1,341,043 ) $ (1,644,375 ) Denominator: Basic and diluted weighted average shares outstanding 11,000,000 2,750,000 2,242,718 2,750,000 Basic and diluted net income (loss) per share of common stock $ 0.61 $ 0.61 $ (0.60 ) $ (0.60 ) |
Schedule of financial statements | As Previously As Reported Adjustments Revised Statement of Operations for the Period from February 26, 2020 (Inception) Through December 31, 2020 Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Basic and diluted weighted average shares outstanding, redeemable common stock 2,242,718 — 2,242,718 Basic and diluted net loss per share, redeemable common stock $ (0.61 ) $ 0.01 $ (0.60 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,750,000 — 2,750,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.61 ) $ 0.01 $ (0.60 ) Statement of Changes in Stockholders’ Deficit for the Period from February 26, 2020 (Inception) Through December 31, 2020 Remeasurement of Common Stock to redemption amount $ (16,131,083 ) $ (73,160 ) $ (16,204,243 ) Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Statement of Cash Flows for the Period from February 26, 2020 (Inception) Through December 31, 2020 Net Loss $ (3,058,578 ) $ 73,160 $ (2,985,418 ) Net change in Over-allotment Liability $ — 73,160 $ 73,160 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax asset | December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 58,291 $ 961,502 Startup/Organization Expenses $ 295,128 — Total deferred tax asset 353,419 961,502 Valuation Allowance (353,419 ) (961,502 ) Deferred tax asset, net allowance $ — $ — |
Schedule of income tax provision | December 31, 2021 2020 Federal Current $ — $ — Deferred 608,083 (961,502 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance (608,083 ) 961,502 Income tax provision $ — $ — |
Schedule of federal income tax rate to effective tax rate | December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance (7.3 )% 4.9 % True-up 10.9 % 0.0 % Change in value of derivative liability (24.6 )% (25.9 )% Income tax provision 0.0 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Description December 31, Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 111,113,029 $ 111,113,029 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 3,080,000 $ 3,080,000 $ — $ — Warrant Liability – Private Placement Warrants $ 2,840,000 $ — $ — $ 2,840,000 Description December 31, Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 111,101,918 $ 111,101,918 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 8,800,000 $ 8,800,000 $ — $ — Warrant Liability – Private Placement Warrants $ 6,950,000 $ — $ — $ 6,950,000 |
Schedule of fair value of private placement warrants | December 31, December 31, Estimated dividend yield — — Expected volatility 10.3 % 25 % Risk-free interest rate 1.04 % 0.36 % Expected term (years) 5.00 5.00 |
Schedule of changes in the fair value of Level 3 warrant liabilities | Private Fair value as of January 1, 2021 $ 6,950,000 Change in fair value (4,110,000 ) Fair value as of December 31, 2021 $ 2,840,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended |
Oct. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of shares in units (in Shares) | 11,000,000 | ||
Per unit price (in Dollars per share) | $ 10 | ||
Transaction costs amount | $ 7,104,881 | ||
Underwriting fees | 2,200,000 | ||
Deferred underwriting fees | 3,850,000 | ||
Private placement warrants | 535,827 | ||
Other offering costs | $ 519,054 | ||
Public warrants described | $ 543,798 | ||
Percentage of fair market value | 80.00% | ||
Percentage of outstanding voting securities | 50.00% | ||
Public per share price (in Dollars per share) | $ 10.1 | ||
Net tangible assets | $ 5,000,001 | ||
Public share percentage | 15.00% | ||
Redeem public shares, percentage | 100.00% | ||
Dissolution expenses | $ 100,000 | ||
Trust account price, per share (in Dollars per share) | $ 10.1 | ||
Description of 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 third party 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 to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. | ||
Operating bank accounts | $ 60,877 | ||
Securities held in the trust account | 111,113,029 | ||
Working capital deficit | 476,803 | ||
Sponsor advanced | $ 500,000 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of shares in units (in Shares) | 10,000,000 | ||
Per unit price (in Dollars per share) | $ 0.5 | ||
Gross proceeds | $ 5,000,000 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of shares in units (in Shares) | 11,000,000 | ||
Per unit price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 110,000,000 | ||
Initial Public Offering [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Per unit price (in Dollars per share) | $ 10.1 | ||
Gross proceeds | $ 111,100,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance corporation coverage limit | $ | $ 250,000 |
Warrants [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Purchase of exercisable common stock shares | shares | 10,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption reflected in the balance sheet | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Schedule of common stock subject to possible redemption reflected in the balance sheet [Abstract] | |
Gross proceeds from the Initial Public Offering (in Dollars) | $ | $ 110,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (8,470,000) |
Common stock issuance costs | (6,634,243) |
Plus: | |
Remeasurement of carrying value to redemption value | 16,204,243 |
Common stock subject to possible redemption- December 31, 2021 (in Dollars) | $ | $ 111,100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Redeemable [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (1,341,043) | $ 6,705,625 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 2,242,718 | 11,000,000 |
Basic and diluted net income (loss) per share of common stock | $ (0.6) | $ 0.61 |
Non-redeemable [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (1,644,375) | $ 1,676,406 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 2,750,000 | 2,750,000 |
Basic and diluted net income (loss) per share of common stock | $ (0.6) | $ 0.61 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of financial statements | 10 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
As Previously Reported [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net Loss | $ (3,058,578) |
Basic and diluted weighted average shares outstanding, redeemable common stock (in Shares) | shares | 2,242,718 |
Basic and diluted net loss per share, redeemable common stock (in Dollars per share) | $ / shares | $ (0.61) |
Basic and diluted weighted average shares outstanding, non-redeemable common stock (in Shares) | shares | 2,750,000 |
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share) | $ / shares | $ (0.61) |
Statement of Changes in Stockholders’ Deficit for the Period from February 26, 2020 (Inception) Through December 31, 2020 | |
Remeasurement of Common Stock to redemption amount | $ (16,131,083) |
Statement of Cash Flows for the Period from February 26, 2020 (Inception) Through December 31, 2020 | |
Net change in Over-allotment Liability | |
Adjustments [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net Loss | $ 73,160 |
Basic and diluted weighted average shares outstanding, redeemable common stock (in Shares) | shares | |
Basic and diluted net loss per share, redeemable common stock (in Dollars per share) | $ / shares | $ 0.01 |
Basic and diluted weighted average shares outstanding, non-redeemable common stock (in Shares) | shares | |
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share) | $ / shares | $ 0.01 |
Statement of Changes in Stockholders’ Deficit for the Period from February 26, 2020 (Inception) Through December 31, 2020 | |
Remeasurement of Common Stock to redemption amount | $ (73,160) |
Statement of Cash Flows for the Period from February 26, 2020 (Inception) Through December 31, 2020 | |
Net change in Over-allotment Liability | 73,160 |
As Revised [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net Loss | $ (2,985,418) |
Basic and diluted weighted average shares outstanding, redeemable common stock (in Shares) | shares | 2,242,718 |
Basic and diluted net loss per share, redeemable common stock (in Dollars per share) | $ / shares | $ (0.6) |
Basic and diluted weighted average shares outstanding, non-redeemable common stock (in Shares) | shares | 2,750,000 |
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share) | $ / shares | $ (0.6) |
Statement of Changes in Stockholders’ Deficit for the Period from February 26, 2020 (Inception) Through December 31, 2020 | |
Remeasurement of Common Stock to redemption amount | $ (16,204,243) |
Statement of Cash Flows for the Period from February 26, 2020 (Inception) Through December 31, 2020 | |
Net change in Over-allotment Liability | $ 73,160 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock in units | shares | 11,000,000 |
Price per share | $ / shares | $ 10 |
Common Stock [Member] | |
Initial Public Offering (Details) [Line Items] | |
Common stock, conversion basis description | Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 8). |
Private Placement (Details)
Private Placement (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Aggregate purchase shares | $ 5,000,000 | |
Exceeded purchase price | $ 3,800,000 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase shares (in Shares) | 10,000,000 | |
Price per share (in Dollars per share) | $ 0.5 | |
Aggregate purchase shares | $ 5,000,000 | |
Additional purchase of warrants | $ 900,000 | |
Warrants purchase price per share (in Dollars per share) | $ 0.5 | |
Common stock shares (in Dollars per share) | $ 11.5 | |
Over-Allotment option [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase shares | $ 450,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 02, 2022 | Nov. 04, 2020 | Nov. 02, 2020 | Feb. 27, 2020 | Oct. 29, 2020 | Oct. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 26, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Founder Shares (in Shares) | 2,875,000 | ||||||||
Common stock value | $ 25,000 | ||||||||
Shares forfeited (in Shares) | 412,500 | ||||||||
Founder shares remain issued (in Shares) | 2,750,000 | 2,750,000 | |||||||
Founder shares remain outstanding (in Shares) | 2,750,000 | 2,750,000 | |||||||
Description of business combination | the Company granted Chardan Capital Markets, LLC, for a period of 15 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Initial Public Offering. | ||||||||
Expenses covered | $ 300,000 | ||||||||
Promissory note outstanding | $ 285,392 | $ 500,000 | |||||||
Cover working capital expenses | 500,000 | ||||||||
Working capital loan | $ 1,500,000 | ||||||||
Warrant price per share (in Dollars per share) | $ 0.5 | ||||||||
Repaid advance from sponsor | $ 450,000 | ||||||||
Subsequent Event [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Promissory note amount | $ 1,000,000 | ||||||||
Working capital loan | $ 1,500,000 | ||||||||
Warrant price per share (in Dollars per share) | $ 0.5 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Stock dividend for each share (in Dollars per share) | $ 0.1 | ||||||||
Issued and outstanding shares, percentage | 20.00% | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Founder shares outstanding (in Shares) | 3,162,500 | ||||||||
Shares forfeited (in Shares) | 412,500 | ||||||||
Sponsor advanced for purchase of warrants | $ 450,000 | ||||||||
Founder Shares [Member] | Business Combination [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Description of business combination | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of a Business Combination or the date on which the closing price of the common stock exceeds $12.50 for any 20 trading days within a 30-day trading period following the closing of a Business Combination; (B) with respect to the remaining 50% of the Founder Shares, for a period ending on the six-month anniversary of the closing of a Business Combination or (C) in each case, subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Commitments (Details)
Commitments (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Commitments (Details) [Line Items] | |
Description of business combination | the Company granted Chardan Capital Markets, LLC, for a period of 15 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Initial Public Offering. |
Fair value of the founder shares (in Dollars) | $ | $ 535,827 |
Underwriting Agreement [Member] | |
Commitments (Details) [Line Items] | |
Deferred fee unit price (in Dollars per share) | $ / shares | $ 0.35 |
Aggregate deferred fee (in Dollars) | $ | $ 3,850,000 |
Private Placement Warrants [Member] | |
Commitments (Details) [Line Items] | |
Units in shares | 224,490 |
Anchor Investors [Member] | |
Commitments (Details) [Line Items] | |
Units in shares | 10,370,000 |
Founder Shares [Member] | |
Commitments (Details) [Line Items] | |
Units in shares | 60,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares issued | 2,750,000 | 2,750,000 |
Common stock, shares outstanding | 2,750,000 | 2,750,000 |
Common stock subject to possible redemption | 11,000,000 | 11,000,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liabilities [Abstract] | ||
Public warrants | 11,000,000 | 11,000,000 |
Purchase an aggregate shares | 5,500,000 | |
Private placement warrants | 10,000,000 | |
Purchase an aggregate shares outstanding | 5,000,000 | |
Public warrants expire term | 5 years | |
Warrants description | Once the warrants become exercisable, the Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. | |
Business combination description | In addition, if (x) 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. |
Income Tax (Details)
Income Tax (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal net operating loss | $ 235,000 | $ 278,000 |
Valuation allowance | $ 961,502 | $ (608,083) |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax asset - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of net deferred tax asset [Abstract] | ||
Net operating loss carryforward | $ 58,291 | $ 961,502 |
Startup/Organization Expenses | 295,128 | |
Total deferred tax asset | 353,419 | 961,502 |
Valuation Allowance | (353,419) | (961,502) |
Deferred tax asset, net allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Current | ||
Deferred | (961,502) | 608,083 |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | 961,502 | (608,083) |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate to effective tax rate | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of federal income tax rate to effective tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in valuation allowance | 4.90% | (7.30%) |
True-up | 0.00% | 10.90% |
Change in value of derivative liability | (25.90%) | (24.60%) |
Income tax provision | 0.00% | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Investments held in trust account | $ 111,113,029 | $ 111,101,918 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Assets: | ||
Investments held in Trust Account | $ 111,101,918 | $ 111,113,029 |
Liabilities: | ||
Warrant Liability – Public Warrants | 8,800,000 | 3,080,000 |
Warrant Liability – Private Placement Warrants | 6,950,000 | 2,840,000 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | 111,101,918 | 111,113,029 |
Liabilities: | ||
Warrant Liability – Public Warrants | 8,800,000 | 3,080,000 |
Warrant Liability – Private Placement Warrants | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Warrant Liability – Public Warrants | ||
Warrant Liability – Private Placement Warrants | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Warrant Liability – Public Warrants | ||
Warrant Liability – Private Placement Warrants | $ 6,950,000 | $ 2,840,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value of private placement warrants | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of fair value of private placement warrants [Abstract] | ||
Estimated dividend yield | ||
Expected volatility | 25.00% | 10.30% |
Risk-free interest rate | 0.36% | 1.04% |
Expected term (years) | 5 years | 5 years |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - Private Placement [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | $ 6,950,000 |
Change in fair value | (4,110,000) |
Fair value as of December 31, 2021 | $ 2,840,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 15, 2022 | Dec. 31, 2021 | Feb. 02, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Redemption of price per share (in Dollars per share) | $ 10.1 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Principal amount | $ 1,000,000 | ||
Forecast [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Outstanding amount | $ 740,000 |