Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | DELWINDS INSURANCE ACQUISITION CORP. | ||
Trading Symbol | DWIN | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 197,023,750 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001812360 | ||
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 | 001-39783 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | One City Centre | ||
Entity Address, Address Line Two | 1021 Main Street | ||
Entity Address, Address Line Three | Suite 1960 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77002 | ||
City Area Code | 713 | ||
Local Phone Number | 337-4077 | ||
Title of 12(b) Security | Shares of Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 20,757,500 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,031,250 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash | $ 638,228 | $ 1,417,540 |
Prepaid expenses | 234,258 | 471,561 |
Total current assets | 872,486 | 1,889,101 |
Investments and cash held in trust account | 201,278,924 | 201,250,535 |
Total assets | 202,151,410 | 203,139,636 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 309,483 | 23,382 |
Due to Sponsor | 5,000 | 5,000 |
Total current liabilities | 314,483 | 141,134 |
Deferred underwriting commission | 7,043,750 | 7,043,750 |
Warrant liability | 5,088,750 | 11,010,963 |
Total liabilities | 12,446,983 | 18,083,095 |
Commitments and Contingencies: | ||
Common stock subject to possible redemption; $0.0001 par value; 20,125,000 shares (at redemption value of approximately $10.00 per share) as of December 31, 2021 and December 31, 2020 | 201,278,924 | 201,250,535 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Class A common stock, $0.0001 par value, 43,000,000 shares authorized, 632,500 issued and outstanding (excluding 20,125,000 shares subject to possible redemption) as of December 31, 2021 and December 31, 2020 | 63 | 63 |
Class B common stock, $0.0001 par value, 7,000,000 shares authorized, 5,031,250 shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 503 | 503 |
Additional paid-in-capital | ||
Accumulated deficit | (11,575,063) | (16,194,560) |
Total stockholders’ equity (deficit) | (11,574,497) | (16,193,994) |
Total liabilities and stockholders’ equity (deficit) | $ 202,151,410 | $ 203,139,636 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Subject to possible redemption, value | 20,125,000 | 20,125,000 |
Subject to possible redemption, per share value (in Dollars per share) | $ 10 | $ 10 |
Subject to possible redemption, par value (in Dollars per share) | 0.0001 | 0.0001 |
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 | ||
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 43,000,000 | 43,000,000 |
Common stock, shares issued | 632,500 | 632,500 |
Common stock, shares outstanding | 632,500 | 632,500 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 7,000,000 | 7,000,000 |
Common stock, shares issued | 5,031,250 | 5,031,250 |
Common stock, shares outstanding | 5,031,250 | 5,031,250 |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General, administrative expense, and offering costs | $ 1,302,715 | $ 1,153,241 |
Loss from operations | (1,302,715) | (1,153,241) |
Other income (expense) | ||
Interest income | 27,338 | 1,585 |
Unrealized gain on marketable securities | 1,050 | (1,050) |
Change in fair value of warrant liability | 5,922,213 | (632,213) |
Net income (loss) | $ 4,647,886 | $ (1,784,919) |
Class A Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding basic and diluted (in Shares) | 20,757,500 | 20,757,500 |
Net income (loss) per common share basic and diluted (in Dollars per share) | $ 0.18 | $ (0.07) |
Class B Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding basic and diluted (in Shares) | 5,031,250 | 5,031,250 |
Net income (loss) per common share basic and diluted (in Dollars per share) | $ 0.18 | $ (0.07) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Apr. 26, 2020 | |||||
Balance (in Shares) at Apr. 26, 2020 | |||||
Sale of Class B common stock to Sponsor | $ 575 | 24,425 | 25,000 | ||
Sale of Class B common stock to Sponsor (in Shares) | 5,750,000 | ||||
Cancellation of Class B shares | $ (72) | 72 | |||
Cancellation of Class B shares (in Shares) | (718,750) | ||||
Sale of Class A common stock to public, net of offering cost | $ 2,013 | 180,805,697 | 180,807,710 | ||
Sale of Class A common stock to public, net of offering cost (in Shares) | 20,125,000 | ||||
Sale of Class A private placement units | $ 63 | 6,008,687 | 6,008,750 | ||
Sale of Class A private placement units (in Shares) | 632,500 | ||||
Class A common stock subject to possible redemption | $ (2,013) | (186,838,881) | (14,409,641) | (201,250,535) | |
Class A common stock subject to possible redemption (in Shares) | (20,125,000) | ||||
Net income (loss) | (1,784,919) | (1,784,919) | |||
Balance at Dec. 31, 2020 | $ 63 | $ 503 | (16,194,560) | (16,193,994) | |
Balance (in Shares) at Dec. 31, 2020 | 632,500 | 5,031,250 | |||
Net income (loss) | 28,388 | 4,619,497 | 4,647,885 | ||
Change in shares subject to redemption | $ (28,388) | (28,388) | |||
Balance at Dec. 31, 2021 | $ 63 | $ 503 | $ (11,575,063) | $ (11,574,497) | |
Balance (in Shares) at Dec. 31, 2021 | 632,500 | 5,031,250 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,784,919) | $ 4,647,886 |
Adjustments to reconcile net income to cash used in operating activities: | ||
Interest earned | (1,585) | (27,338) |
Unrealized gain on marketable securities | 1,050 | (1,050) |
Change in fair value of warrant liability | 1,747,208 | (5,922,213) |
Change in prepaid expenses | (471,561) | 237,303 |
Change in due to Sponsor | 5,000 | |
Change in accounts payable | 23,382 | 286,110 |
Net cash used in operating activities | (481,425) | (779,312) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (201,250,000) | |
Net cash used by investing activities | (201,250,000) | |
Cash flows from financing activities: | ||
Repayment of note payable borrowings | (141,134) | |
Proceeds from sale of Class A common stock to public | 197,225,000 | |
Proceeds from sale of private placement units | 6,325,000 | |
Payment of deferred offering costs | (259,901) | |
Net cash provided by financing activities | 203,198,965 | |
Net change in cash | 1,417,540 | (779,312) |
Cash at beginning of period | 1,417,540 | |
Cash at end of period | 1,417,540 | 638,228 |
Non-cash investing and financing activities: | ||
Payment of deferred offering cost directly by Sponsor | (166,134) | |
Purchase of Class B common stock by Sponsor | 25,000 | |
Initial value of common stock subject to redemption | 201,250,535 | |
Change in value of common stock subject to redemption | $ 28,389 |
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 Delwinds Insurance Acquisition Corporation (the “Company”) was incorporated in Delaware on April 27, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company has focused its search on companies in the insurance industry. The Company is a blank check and emerging growth company and, as such, the Company is subject to all of the risks associated with blank check and emerging growth companies. All activity through December 15, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. Since the Initial Public Offering, the Company’s activities have been limited to the evaluation of business combination candidates, and 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 on marketable securities held in the trust account. The Company is incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and transaction expenses. The Company recognizes changes in the fair value of warrant liability as other income (expense). The Company has selected December 31 as its fiscal year end. The registration statement of the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 20,125,000 units (“Units”) each consisting of one share of Class A common stock (“Public Shares”) and one-half of one redeemable warrant, generating gross proceeds of $201,250,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 632,500 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to DIAC Sponsor, LLC (the “Sponsor”) generating gross proceeds of $6,325,000, which is described in Note 4. Following the closing of the Initial Public Offering on December 15, 2020, an amount of $201,250,000 ($10.00 per Unit) from the net proceeds of the Initial Public Offering and Placement Units was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 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 consummation of the initial Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. Transaction costs amounted to $11,494,785, consisting of $4,025,000 of underwriting fees, $7,043,750 of deferred underwriting fees and $426,035 of Initial Public Offering costs. In addition, $2,054,942 of cash was held outside of the Trust Account was available for working capital purposes immediately following the Initial Public Offering. 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 Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial 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 anticipated to be $10.00 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 Public Shares subject to redemption are recorded at a redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such 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 Amended and Restated Certificate of Incorporation (the “Amended and Restated 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 transaction 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), Placement Shares (as defined in Note 4) 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 Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement 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 Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholder’s rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (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 the case of clauses (ii) and (iii) above 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 and Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or 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 in 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 Initial Public Offering price per Unit ($10.00). 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the 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 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. |
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 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. 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. Accordingly, the actual results could differ significantly from those estimates. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,494,785 were charged to stockholders’ equity 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” (“ASC 740”). 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 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. The provision for income taxes was deemed to be deminimus for the period ending December 31, 2021 and 2020. As of December 31, 2021, the Company had $276,000 in net operating carryforwards available to offset future taxable income. Net Income (Loss) Per Common Share Basic income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC 480, common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income (loss) per common share for the period ended December 31, 2021 and 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted income (loss) per share includes the incremental number of shares of common stock to be issued to settle warrants and convertible debt, as calculated using the treasury method. For the periods ended December 31, 2021 and 2020, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock, since the exercise of the warrants and conversion of debt is contingent on the occurrence of future events. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. A reconciliation of net income (loss) per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Year ending Period from April 27, December 31, December 31, Net income (loss) $ 4,647,886 $ (1,784,919 ) Less: Income (loss) attributable to common stock subject to possible redemption - - Net income (loss) available to common shares $ 4,647,886 $ (1,784,919 ) Basic and diluted weighted average number of Class A common shares 25,757,500 25,757,500 Basic and diluted income (loss) available to Class A common shares $ 0.18 $ (0.07 ) Basic and diluted weighted average number of Class B common shares 5,031,250 5,031,250 Basic and diluted income (loss) available to Class B common shares $ 0.18 $ (0.07 ) 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 Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Proposed Public Offering [Abstract] | |
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units at a price of $10.00 per Unit, including the underwriter over-allotment of 2,625,000. Each Unit consists of one-half of one Public Warrant. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement The Sponsor purchased an aggregate of 632,500 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $6,325,000, in a private placement that occurred simultaneously with the closing of the Initial Public Offering, inclusive of 52,500 Placement Units purchased as a result of the exercise of the underwriters’ over-allotment option. Each Placement Unit consists of one Placement Share and one-half of one Placement Warrant. Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will expire worthless. |
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 May 28, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On November 30, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 718,750 Founder Shares, which the Company cancelled, resulting in an aggregate of 5,031,250 Founder Shares outstanding and held by the Sponsor. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As a result of the underwriters’ over-allotment exercise in full, no shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On May 29, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Public Offering. On December 29, 2020, the Company repaid $141,134 of borrowings outstanding under the Promissory Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. Administrative Support Agreement The Company has agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. At December 31, 2021 and 2020, a total of $5,000 was recorded as Due to Sponsor on the balance sheet related to this agreement. For the years ending December 31, 2021 and 2020, under this agreement we paid a total of $120,000 and $0, respectively. |
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 December 10,2020, holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company 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 Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriting Agreement The Company paid an underwriting discount of $0.20 per Unit, or $4,025,000 in the aggregate, simultaneously with the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 20,125,000 Units sold in the Initial Public Offering, or $7,043,750. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investment in United States Treasury money market mutual funds $ 201,278,924 $ 201,278,924 $ - $ - Liabilities: Warrant Liability $ 5,088,750 $ 4,930,625 $ 158,125 $ - December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments in United States treasury obligations held in Trust Account $ 44,993,700 $ 44,993,700 $ - $ - Investment in United States Treasury money market mutual funds 156,256,835 156,256,835 Total $ 201,250,535 $ 201,250,535 $ - $ - Liabilities: Warrant Liability 14,804,242 - - 14,804,242 Warrant Liability The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations. Initial Measurement and Subsequent Measurement The Company established the initial fair value for the Warrants on December 15, 2020, the date of the closing of the Initial Public Offering, and subsequent fair value as of December 31, 2021 and 2020. The Public Warrants and Private Placement Warrants are measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the IPO (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption. The Warrants were classified as Level 3 at the initial measurement date and as of December 31, 2020 due to the use of unobservable inputs. As of December 31, 2021, the Warrants were reclassified to Level 1, for the Public Warrants, and Level 2, for the Private Placement Warrants, due to the use of observable inputs. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker DWIN-WT. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. The following table provides quantitative information regarding Level 3 fair value measurements: December 31, Risk-free interest rate 0.58 % Expected term (years) 6.49 Expected volatility 16.3 % Exercise price $ 11.50 Stock price $ 9.66 Dividend yield 0.0 % |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder’s Equity | Note 8 — Stockholder’s Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Common Stock Class A Common Stock — Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The 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 Proposed 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 Class A 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 Class A 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 shares of Class A common stock upon exercise of a warrant unless Class A 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 best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th O nce 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; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. 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 Class A 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, the warrants will not be adjusted for issuance of Class A 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 Class A 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 Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 shares of Class A 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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the 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 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 Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the 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 assets are as follows: December 31, 2021 Deferred tax asset Net operating loss carryforward $ 276,000 Valuation allowance (276,000 ) Deferred tax (liability) asset $ - The income tax provision consists of the following: December 31, Federal Current $ - Deferred (268,000 ) State - Current - Deferred - Change in valuation allowance 268,000 Income tax provision expense $ - A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: 2021 Statutory federal income tax rate 21 % State taxes, net of federal tax benefit 0 % Permanent differences (27 )% Valuation allowance 6 % Income tax provision expense 0 % As of December 31, 2021, the Company had $276,000 in net operating loss carryforwards available to offset future taxable income. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 7, 2022, the date that the financial statements were issued. 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 23, 2022, we issued a promissory note (the “Note”) in the principal amount of up to $2,000,000 to the Sponsor. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. Note On February 24, 2022, we entered into a definitive agreement and Plan of Merger, dated as of February 24, 2022 (the “FOXO Transaction Agreement”), with FOXO Technologies Inc., a Delaware corporation (“FOXO”) and certain other parties. several ancillary agreements, including: (i) a Common Stock Purchase Agreement with CF Principal Investments LLC (“Cantor”) |
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 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. 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. Accordingly, the actual results could differ significantly from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,494,785 were charged to stockholders’ equity 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” (“ASC 740”). 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 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. The provision for income taxes was deemed to be deminimus for the period ending December 31, 2021 and 2020. As of December 31, 2021, the Company had $276,000 in net operating carryforwards available to offset future taxable income. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC 480, common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income (loss) per common share for the period ended December 31, 2021 and 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted income (loss) per share includes the incremental number of shares of common stock to be issued to settle warrants and convertible debt, as calculated using the treasury method. For the periods ended December 31, 2021 and 2020, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock, since the exercise of the warrants and conversion of debt is contingent on the occurrence of future events. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. A reconciliation of net income (loss) per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: |
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 Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share | Year ending Period from April 27, December 31, December 31, Net income (loss) $ 4,647,886 $ (1,784,919 ) Less: Income (loss) attributable to common stock subject to possible redemption - - Net income (loss) available to common shares $ 4,647,886 $ (1,784,919 ) Basic and diluted weighted average number of Class A common shares 25,757,500 25,757,500 Basic and diluted income (loss) available to Class A common shares $ 0.18 $ (0.07 ) Basic and diluted weighted average number of Class B common shares 5,031,250 5,031,250 Basic and diluted income (loss) available to Class B common shares $ 0.18 $ (0.07 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of market activity for the asset or liability | December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investment in United States Treasury money market mutual funds $ 201,278,924 $ 201,278,924 $ - $ - Liabilities: Warrant Liability $ 5,088,750 $ 4,930,625 $ 158,125 $ - December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments in United States treasury obligations held in Trust Account $ 44,993,700 $ 44,993,700 $ - $ - Investment in United States Treasury money market mutual funds 156,256,835 156,256,835 Total $ 201,250,535 $ 201,250,535 $ - $ - Liabilities: Warrant Liability 14,804,242 - - 14,804,242 |
Schedule of quantitative information | December 31, Risk-free interest rate 0.58 % Expected term (years) 6.49 Expected volatility 16.3 % Exercise price $ 11.50 Stock price $ 9.66 Dividend yield 0.0 % |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, 2021 Deferred tax asset Net operating loss carryforward $ 276,000 Valuation allowance (276,000 ) Deferred tax (liability) asset $ - |
Schedule of income tax provision | December 31, Federal Current $ - Deferred (268,000 ) State - Current - Deferred - Change in valuation allowance 268,000 Income tax provision expense $ - |
Schedule of federal income tax rate to the Company’s effective tax rate | 2021 Statutory federal income tax rate 21 % State taxes, net of federal tax benefit 0 % Permanent differences (27 )% Valuation allowance 6 % Income tax provision expense 0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Transaction costs | $ 11,494,785 | |
Underwriting fees | 4,025,000 | |
Deferred underwriting fees | 7,043,750 | |
Offering costs | 426,035 | |
Cash held outside trust account | $ 2,054,942 | |
Percentage of fair market value | 80.00% | |
Ownership percentage | 50.00% | |
Net tangible assets | $ 5,000,001 | |
Percentage of restricted redeeming shares | 15.00% | |
Price per share (in Dollars per share) | $ (10) | |
Business combination, description | 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Company's obligation to redeemed, percentage | 100.00% | |
Business combination, description | If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (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 the case of clauses (ii) and (iii) above 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. | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 201,250,000 | |
Share price per share (in Dollars per share) | $ 10 | $ 10 |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Sale of stock (in Shares) | 632,500 | |
Share price per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 6,325,000 | |
Class A Common Stock [Member] | IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Sale of stock (in Shares) | 20,125,000 | |
Gross proceeds | $ 201,250,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Offering costs amount | $ 11,494,785 |
Net operating loss | 276,000 |
Federal depository insurance corporation | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share [Line Items] | ||||
Net income (loss) | $ (1,784,919) | $ 4,647,886 | ||
Less: Income (loss) attributable to common stock subject to possible redemption | ||||
Net income (loss) available to common shares | $ (1,784,919) | $ 4,647,886 | ||
Class A Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share [Line Items] | ||||
Basic and diluted weighted average number of shares (in Shares) | 20,757,500 | 20,757,500 | 25,757,500 | 25,757,500 |
Basic and diluted income (loss) available to shares (in Dollars per share) | $ 0.18 | $ (0.07) | $ (0.07) | $ 0.18 |
Class B Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share [Line Items] | ||||
Basic and diluted weighted average number of shares (in Shares) | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 |
Basic and diluted income (loss) available to shares (in Dollars per share) | $ 0.18 | $ (0.07) | $ (0.07) | $ 0.18 |
Public Offering (Details)
Public Offering (Details) - Class A Common Stock [Member] | Dec. 15, 2020$ / sharesshares |
Public Offering (Details) [Line Items] | |
Public offering transaction, description | Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
IPO [Member] | |
Public Offering (Details) [Line Items] | |
Number of units issued in transaction | 20,125,000 |
Share purchase price (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Public Offering (Details) [Line Items] | |
Number of units issued in transaction | 2,625,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2021 |
Private Placement (Details) [Line Items] | ||
Placement unit description | Each Placement Unit consists of one Placement Share and one-half of one Placement Warrant. Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate shares | 632,500 | |
Units at a price | $ 10 | |
Aggregate purchase price | $ 6,325,000 | |
Sale of stock | 52,500 | |
Class A Common Stock [Member] | ||
Private Placement (Details) [Line Items] | ||
Warrant exercise price | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | |||
Dec. 29, 2020 | Nov. 30, 2020 | May 29, 2020 | May 28, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate of share issued | $ 180,807,710 | |||||
Stock Issued During Period Share Sharebased Compensation Forfeited (in Shares) | 562,500 | |||||
Aggregate purchase price | $ 300,000 | |||||
Notes payable outstanding borrowings | $ 141,134 | |||||
Office space | $ 10,000 | |||||
Due to Sponsor | 5,000 | |||||
Agreement amount | $ 0 | $ 120,000 | ||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Initial business combination, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate of share issued | $ 25,000 | |||||
Founder shares forfeited (in Shares) | 718,750 | |||||
Sponsor purchased shares (in Shares) | 5,031,250 | |||||
Working Capital Loans [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party transaction | $ 2,000,000 | |||||
Exercise price (in Dollars per share) | $ 10 | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of ordinary shares (in Shares) | 5,750,000 |
Commitments (Details)
Commitments (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount per share | $ / shares | $ 0.2 |
Other underwriting expenses | $ | $ 4,025,000 |
Underwriting agreement description | In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 20,125,000 Units sold in the Initial Public Offering, or $7,043,750. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of market activity for the asset or liability - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total | $ 201,278,924 | $ 201,250,535 |
Liabilities: | ||
Warrant Liability | 5,088,750 | 14,804,242 |
Investment in United States Treasury money market mutual funds [Member] | ||
Assets: | ||
Total | 201,278,924 | 156,256,835 |
Investments in United States treasury obligations held in Trust Account [Member] | ||
Assets: | ||
Total | 44,993,700 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Total | 201,250,535 | |
Liabilities: | ||
Warrant Liability | 4,930,625 | |
Quoted Prices in Active Markets (Level 1) [Member] | Investment in United States Treasury money market mutual funds [Member] | ||
Assets: | ||
Total | 201,278,924 | 156,256,835 |
Quoted Prices in Active Markets (Level 1) [Member] | Investments in United States treasury obligations held in Trust Account [Member] | ||
Assets: | ||
Total | 44,993,700 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total | ||
Liabilities: | ||
Warrant Liability | 158,125 | |
Significant Other Observable Inputs (Level 2) [Member] | Investment in United States Treasury money market mutual funds [Member] | ||
Assets: | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | Investments in United States treasury obligations held in Trust Account [Member] | ||
Assets: | ||
Total | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Total | ||
Liabilities: | ||
Warrant Liability | 14,804,242 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Investment in United States Treasury money market mutual funds [Member] | ||
Assets: | ||
Total | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Investments in United States treasury obligations held in Trust Account [Member] | ||
Assets: | ||
Total |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of quantitative information | 8 Months Ended |
Dec. 31, 2020$ / shares | |
Schedule of quantitative information [Abstract] | |
Risk-free interest rate | 0.58% |
Expected term (years) | 6 years 5 months 26 days |
Expected volatility | 16.30% |
Exercise price (in Dollars per share) | $ 11.5 |
Stock price (in Dollars per share) | $ 9.66 |
Dividend yield | 0.00% |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholder's Equity (Details) [Line Items] | ||
Preference stock authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Converted basis percentage of common stock | 20.00% | |
Description of public warrants for redemption | nce 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; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. | |
Business combination, description | In addition, if (x) the Company issues additional shares of Class A 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 Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 shares of Class A 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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Class A Common Stock [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Common stock, shares authorized | 43,000,000 | 43,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 632,500 | 632,500 |
Common stock subject to possible redemption | 20,125,000 | |
Class B Common Stock [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Common stock, shares authorized | 7,000,000 | 7,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 5,031,250 | 5,031,250 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss | $ 276,000 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets | Dec. 31, 2021USD ($) |
Schedule of net deferred tax assets [Abstract] | |
Net operating loss carryforward | $ 276,000 |
Valuation allowance | (276,000) |
Deferred tax (liability) asset |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Current | |
Deferred | (268,000) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 268,000 |
Income tax provision expense |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate to the Company's effective tax rate | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of federal income tax rate to the Company's effective tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Permanent differences | (27.00%) |
Valuation allowance | 6.00% |
Income tax provision expense | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Mar. 07, 2022 | Feb. 24, 2022 | Feb. 23, 2022 |
Subsequent Events (Details) [Line Items] | |||
Principal amount | $ 2,000,000 | ||
Withdrawn amount | $ 0 | ||
Transaction agreement | In connection with the FOXO Transaction Agreement, we also entered into several ancillary agreements, including: (i) a Common Stock Purchase Agreement with CF Principal Investments LLC (“Cantor”), pursuant to which, the Combined Company (as defined therein) after the closing of the FOXO Transaction Agreement has the right from time to time to sell to Cantor up to $40 million in shares of its Class A common stock, subject to certain limitations and conditions set forth therein and (ii) certain subscription agreements with Andrew J. Poole, our Chairman and Chief Executive Officer, and The Gray Insurance Company, which is an affiliate of certain of our officers and directors (the “Backstop Investors”), pursuant to which, in the event that, at the Closing (as defined in the FOXO Transaction Agreement), we have cash or cash equivalents of less than $10,000,000, the Backstop Investors will subscribe for up to 1,000,000 shares of our Class A common stock, subject to certain limitations and conditions set forth therein. |