FOXO (FOXO) S-4 8 Apr 22 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2021
Document Information Line Items
Entity Registrant Name	Delwinds Insurance Acquisition Corp.
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001812360
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

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 ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
General, administrative expense, and offering costs	$ 1,153,241	$ 1,302,715
Loss from operations	(1,153,241)	(1,302,715)
Other income (expense)
Interest income	1,585	27,338
Unrealized gain on marketable securities	(1,050)	1,050
Change in fair value of warrant liability	(632,213)	5,922,213
Net income (loss)	$ (1,784,919)	$ 4,647,886
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)	$ (0.07)	$ 0.18
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)	$ (0.07)	$ 0.18

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 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 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 -7 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 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 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 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 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

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 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 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 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 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 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 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 -half

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 -half

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 -allotment -allotment 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 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 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 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 Significant Significant 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, Quoted Significant Significant Other Unobservable Inputs 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 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 -third 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 -term 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 -linked -converted -linked (excluding any shares or equity -linked -equivalent Warrants 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 Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • • -trading 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 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

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, 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. As of March 7, 2022, we have drawn down $0 under the 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. Pursuant to the FOXO Transaction Agreement, subject to the terms and conditions set forth therein, a Delaware subsidiary of our Company will merge with and into FOXO, with FOXO surviving the merger as a wholly -owned

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 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
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
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 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 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	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
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 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 Significant Significant 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, Quoted Significant Significant Other Unobservable Inputs 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, 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 ($)	8 Months Ended	12 Months Ended
	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 income (loss) available to shares (in Dollars per share)	$ (0.07)	$ 0.18
Basic and diluted weighted average number of shares (in Shares)	20,757,500	20,757,500
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 income (loss) available to shares (in Dollars per share)	$ (0.07)	$ 0.18
Basic and diluted weighted average number of shares (in Shares)	5,031,250	5,031,250

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	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;•        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 “Subscription 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 Subscription 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.