Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | BROOKLINE CAPITAL ACQUISITION CORP. | |
Entity Central Index Key | 0001814140 | |
Entity File Number | 001-39488 | |
Entity Tax Identification Number | 85-1260244 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 280 Park Avenue | |
Entity Address, Address Line Two | Suite 43W | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
Entity Incorporation, State or Country Code | DE | |
City Area Code | 646 | |
Local Phone Number | 643-6716 | |
Entity Common Stock, Shares Outstanding | 6,746,092 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock and one-half of one redeemable warrant | |
Trading Symbol | BCACU | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | BCAC | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share | |
Trading Symbol | BCACW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 93,320 | $ 217,409 |
Prepaid expenses | 97,710 | 13,417 |
Total current assets | 191,030 | 230,826 |
Investments held in Trust Account | 58,087,529 | 58,085,333 |
Total Assets | 58,278,559 | 58,316,159 |
Current liabilities: | ||
Accounts payable | 108,606 | 22,553 |
Accrued expenses | 2,333,439 | 52,500 |
Accrued expenses - related party | 60,000 | 30,000 |
Franchise tax payable | 101,876 | 81,650 |
Total current liabilities | 2,603,921 | 186,703 |
Derivative warrant liabilities | 52,500 | 49,660 |
Total liabilities | 2,656,421 | 236,363 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, $0.0001 par value; 5,750,000 shares and none at $10.10 per share at March 31, 2022 and December 31, 2021 | 58,075,000 | 58,075,000 |
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value; 25,000,000 shares authorized; 1,684,500 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 168 | 168 |
Additional paid-in capital | 490,522 | 490,522 |
Accumulated deficit | (2,943,552) | (485,894) |
Total stockholders' equity (deficit) | (2,452,862) | 4,796 |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | $ 58,278,559 | $ 58,316,159 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity shares, value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares, outstanding | 5,750,000 | 5,750,000 |
Temporary equity redemption price per share | $ 10.10 | $ 10.10 |
Preferred stock, value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 1,684,500 | 1,684,500 |
Common stock, shares outstanding | 1,684,500 | 1,684,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 2,406,788 | $ 81,547 |
Administrative expenses—related party | 30,000 | 20,000 |
Franchise tax expense | 20,226 | 21,142 |
Loss from operations | (2,457,014) | (122,689) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | (2,840) | (49,160) |
Net gain from investments held in Trust Account | 2,196 | 1,850 |
Total other income (expense) | (644) | (47,310) |
Net loss | (2,457,658) | (169,999) |
Redeemable Common Stock [Member] | ||
Other income (expense) | ||
Net loss | $ (1,900,805) | $ (120,319) |
Weighted average shares outstanding | 5,750,000 | 3,705,556 |
Basic and diluted net loss per share | $ (0.33) | $ (0.03) |
Non Redeemable Common Stock [Member] | ||
Other income (expense) | ||
Net loss | $ (556,853) | $ (49,680) |
Weighted average shares outstanding | 1,684,500 | 1,530,011 |
Basic and diluted net loss per share | $ (0.33) | $ (0.03) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2020 | $ 24,146 | $ 144 | $ 25,834 | $ (1,832) |
Beginning balance (Shares) at Dec. 31, 2020 | 1,437,500 | |||
Fair value of public warrants included in the units sold in the initial public offering | 3,662,750 | 3,662,750 | ||
Sale of units in initial public offering, less fair value of public warrants | 2,310,439 | $ 24 | 2,310,415 | |
Sale of units in initial public offering, less fair value of public warrants (Shares) | 247,000 | |||
Capital contribution from Sponsor | 286,503 | 286,503 | ||
Offering costs associated with public warrants | (98,200) | (98,200) | ||
Remeasurement of common stock subject to possible redemption | (5,696,780) | (5,696,780) | ||
Net loss | (169,999) | (169,999) | ||
Ending balance at Mar. 31, 2021 | 318,859 | $ 168 | 490,522 | (171,831) |
Ending balance (Shares) at Mar. 31, 2021 | 1,684,500 | |||
Beginning balance at Dec. 31, 2021 | 4,796 | (485,894) | ||
Beginning balance (Shares) at Dec. 31, 2021 | 1,684,500 | |||
Net loss | (2,457,658) | (2,457,658) | ||
Ending balance at Mar. 31, 2022 | $ (2,452,862) | $ 168 | $ 490,522 | $ (2,943,552) |
Ending balance (Shares) at Mar. 31, 2022 | 1,684,500 | 1,684,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,457,658) | $ (169,999) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by related party under promissory note | 0 | 23,373 |
Change in fair value of derivative warrant liabilities | 2,840 | 49,160 |
Net gain from investments held in Trust Account | (2,196) | (1,850) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (84,293) | (186,240) |
Account payable | 86,053 | 7,029 |
Accrued expenses | 2,310,939 | 10,000 |
Franchise tax payable | 20,226 | 20,613 |
Net cash used in operating activities | (124,089) | (247,914) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | 0 | (58,075,000) |
Net cash used in investing activities | 0 | (58,075,000) |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | 0 | (116,346) |
Proceeds received from initial public offering, gross | 0 | 57,500,000 |
Proceeds received from private placement | 0 | 2,470,000 |
Offering costs paid | 0 | (1,110,697) |
Net cash provided by financing activities | 0 | 58,742,957 |
Net change in cash | (124,089) | 420,043 |
Cash—beginning of the period | 217,409 | 978 |
Cash—end of the period | 93,320 | 421,021 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 0 | 45,000 |
Offering costs paid by related party under promissory note | 0 | 19,867 |
Remeasurement of common stock subject to possible redemption | $ 0 | $ 5,696,780 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Brookline Capital Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). The Company has identified Apexigen Inc. (“Apexigen) as its Business Combination target. Apexigen is an emerging growth life sciences company focused on discovering and developing innovative therapeutic antibodies against cancer. As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from May 27, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s Sponsor is Brookline Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”), an affiliate of Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”). The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated its Initial Public Offering of 5,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), including 750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $57.5 million, and incurring offering costs of approximately $1.3 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 247,000 private placement units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per unit to the Sponsor, generating proceeds of approximately $2.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $58.1 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, and will be invested only in U.S “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of 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 $10.10 per 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). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and 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 (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination 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. 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 in connection with the Business Combination, the holders of the Founder Shares (as defined in Note 4) prior to this Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provide s The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. In the Amended and Restated Certificate of Incorporation (as amended), if a Business Combination has not been consummated within months from the closing of the Initial Public Offering, or June 2, 2022, or thereafter on a monthly basis up to November 2, 2022 (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 taxes (less up to $ 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 remaining stockholders and the 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. On April 26, 2022, at the special meeting of stockholder to approve an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”), stockholders elected to redeem 688,408 shares of Common Stock, which represents approximately 12% of the shares that were part of the units that were sold in the Company’s initial public offering. Following such redemptions, approximately $51.1 million remain in the trust account and 6,746,092 shares of Common Stock will remain issued and outstanding. In connection with the Extension Amendment, the Sponsor, or its designees, has agreed to contribute to us as a loan of $0.033 for each public share that is not redeemed for each subsequent calendar month commencing on May 2, 2022, and on the 2nd day of each subsequent month, or portion thereof, that is needed by the Company to complete an initial Business Combination from May 2, 2022 until the end of the Combination Period (the “Additional Contributions”). The amount of the Additional Contributions will not bear interest and will be repayable by us to our Sponsor or its designees upon consummation of an initial Business Combination. Our Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our Sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate. On May 2, 2022, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $167,032.54 to our Sponsor. The Sponsor deposited such funds into the Trust Account. Also on May 2, 2022, the Company issued an additional convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $424,770.00 to the Sponsor. The Working Capital Note was issued to provide the Company with additional working capital during the extended period during which the Company must complete its initial business combination, and will not be deposited into the Trust Account. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of our initial business combination. Upon such election, the Working Capital Note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering. The Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. The Company will seek to have all third parties and any prospective target businesses enter into valid and enforceable agreements with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters in the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Sponsor may not be able to satisfy its indemnification obligations. Moreover, the Sponsor will not be liable to the Public Stockholders and instead will only have liability to the Company. Proposed Business Combination On March 17, 2022, the Company executed a Business Combination Agreement (the “Business Combination Agreement”), with Project Barolo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Apexigen (the transactions contemplated by the Business Combination Agreement, the “Business Combination”). Pursuant to the terms of the Business Combination Agreement, the Company will acquire Apexigen through the merger of Merger Sub with and into Apexigen, with Apexigen surviving the merger (the “Surviving Corporation”) as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger (the “Effective Time”), each share of Apexigen capital stock, par value $0.001 per share (collectively, “Apexigen Capital Stock”), issued and outstanding immediately prior to the Effective Time (including shares of Apexigen Capital Stock issued upon the exercise or conversion of options, preferred stock, and warrants prior to the Effective Time, but excluding any shares for which appraisal rights have been exercised and perfected pursuant to the Business Combination Agreement) will be cancelled and converted into the right to receive shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) equal to the Exchange Ratio (the “Per Share Merger Consideration”). The “Exchange Ratio” means the quotient of (a) the Aggregate Closing Merger Consideration divided by (b) the Company Fully Diluted Capital Stock. The “Aggregate Closing Merger Consideration” means a number of shares of Common Stock equal to the quotient of (a) the Aggregate Closing Merger Consideration Value divided by (b) $10.00. The “Aggregate Closing Merger Consideration Value” means (a) $205,000,000, plus (b) the sum of the exercise prices of all Apexigen Options (as defined below) outstanding immediately prior to the Effective Time. The Company Fully Diluted Capital Stock means, without duplication, the sum of (a) the aggregate number of shares of Apexigen Capital Stock that are issued and outstanding as of immediately prior to the Effective Time (including shares issued upon the exercise or conversion of Apexigen Options and warrants of Apexigen, in each case prior to the Effective Time, (b) the aggregate number of shares of Apexigen Common Stock (as defined below) issuable upon conversion of all issued and outstanding shares of preferred stock of Apexigen immediately prior to the Effective Time, (c) the aggregate number of shares of Apexigen Capital Stock issuable upon full exercise or conversion of all Apexigen Options and warrants to purchase Apexigen Capital Stock (“Apexigen Warrants”) outstanding as of immediately prior to the Effective Time, in each case, on a fully-diluted, as converted-to-Apexigen In addition, at the Effective Time, each outstanding option to purchase shares of Apexigen common stock, par value $0.001 per share (“Apexigen Common Stock,” and each such option, a “Apexigen Option”), whether vested or unvested, will be assumed by the Company and converted into an option to purchase a number of shares of Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Apexigen Common Stock subject to such Apexigen Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Apexigen Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as specifically provided above or as agreed to in writing with any holder of an Apexigen Option, following the Effective Time, each Exchanged Option will continue to be governed by the same vesting and exercisability terms and otherwise substantially similar terms and conditions as were applicable to the corresponding former Apexigen Option immediately prior to the Effective Time. The closing of the Business Combination (the “Closing”) will occur as promptly as practicable, but in no event later than three Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement. The Closing is not assured and is subject to significant risks and uncertainties (see “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks”). The accounting treatment for the Business combination is still under evaluation and has not yet been determined. Pursuant to the terms of the Business Combination Agreement, the Company is required to use its reasonable best efforts to cause the Common Stock to be issued in connection with the Business Combination to be approved for listing on the Nasdaq Stock Market LLC at the time of the Closing. Upon the Closing of the Business Combination, the Company will be renamed “Apexigen, Inc.” (the “Post-Combination Company”). The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, formation and authority, (b) capitalization, (c) authorization to enter into the Business Combination Agreement, (d) licenses and permits, (e) taxes, (f) financial statements, (g) real property, (h) material contracts, (i) title to assets, (j) absence of changes, (k) employee matters, (l) compliance with laws, (m) litigation, (n) transactions with affiliates and (o) regulatory matters. The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy the conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Company and Apexigen to use their reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with Apexigen and its subsidiaries as set forth in the Business Combination Agreement necessary for the consummation of the Business Combination and to fulfill the conditions to the Merger, and for the preparation and filing of a registration statement on Form S-4 In connection with the Merger, in addition to the assumption of the 2010 Equity Stock Incentive Plan of Apexigen, the 2020 Equity Incentive Plan of Apexigen and the Exchanged Options as provided in the Business Combination Agreement, the Company will adopt, prior to the Closing and subject to the approval of the stockholders of the Company, an equity incentive award plan (the “Equity Plan”) for the Post-Combination Company with an award pool of Common Stock equal to (i) twelve percent (12%) of the number of shares of Common Stock outstanding as of immediately after the Effective Time (rounded up to the nearest whole share), plus (ii) the number of shares of Common Stock added pursuant to automatic annual increases to such share reserve, beginning with the 2023 fiscal year of the Post-Combination Company, with the number of shares added to the share reserve pursuant to each such annual increase equal to the lesser of (x) fifteen percent (15%) of the outstanding shares of the Post-Combination Company’s capital stock outstanding as of immediately after the Effective Time (rounded up to the nearest whole share), (y) five percent (5%) of the total number of shares of all classes of Common Stock outstanding on the last day of the immediately preceding fiscal year of the Post-Combination Company, and (z) a lesser number of shares of Common Stock determined by the administrator of the Equity Plan no later than the last day of the immediately preceding fiscal year of the Post-Combination Company. In addition, the Company will adopt, prior to Closing and subject to the approval of the stockholders of the Company, an employee stock purchase plan for the Post-Combination Company with a number of shares of Common Stock reserved for issuance equal to (i) one and two-tenths one-half The consummation of the Business Combination is subject to the receipt of the requisite approval of the stockholders of each of the Company and Apexigen, and the fulfillment of certain other conditions, as described in greater detail below. Under the terms of the Business Combination Agreement, the obligations of Apexigen, the Company and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions: (i) the Written Consent of the stockholders of Apexigen shall have been delivered to the Company; (ii) the Company Proposals shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company in accordance with the Proxy Statement, the Delaware General Corporation Law , the Company Organizational Documents and the rules and regulations of the Nasdaq Stock Market LLC; (iii) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1979, as amended (the “HSR Act”) shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated, and any pre-Closing approvals or clearances reasonably required thereunder shall have been obtained; (iv) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination; (v) all consents, approvals and authorizations set forth in the Business Combination Agreement shall have been obtained from and made with all Governmental Authorities; (vi) the Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or threatened by the SEC; and (vii) upon the Closing, and after giving effect to the Redemption Rights, the Company shall have net tangible assets of at least $5,000,001 (excluding assets of Apexigen). Additionally, under the terms of the Business Combination Agreement, the obligations of the Company and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of, among other customary closing conditions, the following conditions: (i) no Company Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date; (ii) the PIPE Subscription Agreements shall be in full force and effect and nothing shall exist that would impair the Private Placements occurring in connection with the Closing to the extent not yet having been consummated; and (iii) the Equity Purchase Agreement shall be in full force and effect and nothing shall exist that would materially impair the equity line of credit from being available to the Company in accordance with its terms following the Closing. Additionally, under the terms of the Business Combination Agreement, the obligations of Apexigen to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of, among other customary closing conditions, the following conditions: (i) no the Company Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date; (ii) a supplemental listing application shall have been filed with the Nasdaq Stock Market LLC, as of the Closing Date, to list the shares constituting the Aggregate Closing Merger Consideration; (iii) the Subscription Agreements shall be in full force and effect and nothing shall exist that would impair the Private Placements occurring in connection with the Closing to the extent not yet having been consummated; and (iv) the Equity Purchase Agreement shall be in full force and effect and nothing shall exist that would materially impair the equity line of credit from being available to the Surviving Corporation in accordance with its terms following the Closing. The Business Combination Agreement allows the parties to terminate the agreement if certain conditions described in the Business Combination Agreement are satisfied, including if the Effective Time has not occurred by October 31, 2022 (the “Outside Date”). Additionally, under the Business Combination Agreement, the Company is allowed to terminate the Business Combination Agreement if Apexigen fails to deliver (a) the Stockholder Support Agreement (as defined below) signed by the holders of at least 50.1% of the Apexigen Capital Stock within 30 days of the date of the Business Combination Agreement or (b) the Written Consent of the stockholders of Apexigen at least ten (10) Business Days prior to the BCAC Stockholders’ Meeting. Stockholder Support Agreement The Company, Apexigen and the Key Company Stockholders, concurrently with the execution and delivery of the Business Combination Agreement, have entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”), pursuant to which such Key Company Stockholders have agreed, among other things, to vote all of their shares of Apexigen Capital Stock in favor of the Business Combination Agreement and the Business Combination, including the Merger. The foregoing description of the Stockholder Support Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this Current Report as Exhibit 10.1, and the terms of which are incorporated herein by reference. Registration Rights and Lock-Up Concurrently with the execution and delivery of the Business Combination Agreement, the Company and certain stockholders of Apexigen (the “Holders”) have entered into a Registration Rights and Lock-Up Lock-Up Lock-Up Lock-Up S-1 S-3 Lock-Up In addition, subject to certain exceptions, each of the Holders will not Transfer (as such term is defined in the Registration Rights and Lock-Up Lock-Up Sponsor Support Agreement The Company and the Sponsor, concurrently with the execution and delivery of the Business Combination Agreement, have entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things, (A) to vote (or execute and return an action by written consent), or cause to be voted at the BCAC Stockholders’ Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its shares of Common Stock in favor of the approval and adoption of the Business Combination Agreement and approval of the Business Combination, including the Merger, (B) to comply with the lock-up PIPE Subscription Agreement In connection with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to or concurrently with, and contingent upon, the closing of the Business Combination (the “Closing”), units with each unit consisting of one share of common stock and one-half of one warrant (the “PIPE Unit”), at a purchase price of at least fifteen million dollars ($ 15,000,000 Equity Line of Credit Purchase Agreement and Registration Rights Agreement In connection with the execution of the Business Combination Agreement, the Company, Apexigen and Lincoln Park Capital Fund, LLC (“Lincoln Park”) have concurrently entered into a Purchase Agreement dated March 17, 2022 (the “Purchase Agreement”) to establish an equity line of credit. In conjunction with the entry into the Purchase Agreement, the Company, Apexigen and Lincoln Park have also entered into a Registration Rights Agreement dated March 17, 2022 (the “Registration Rights Agreement”). Pursuant to the terms of the Purchase Agreement, following consummation of the Merger and upon satisfaction of the conditions set forth in the Purchase Agreement, the Post-Combination Company has the right, but not the obligation, to direct Lincoln Park by delivering a notice (the “Regular Purchase Notice”) to purchase up to five hundred thousand dollars ($500,000) of Common Stock (the “Regular Purchase Share Limit”), at the lower of (a) the lowest trading price of the Common Stock on Nasdaq on the date of purchase and (b) the arithmetic average of the three (3) lowest closing sales prices of the Common Stock on the Nasdaq during the ten (10) business days ending on the business day immediately preceding the date of purchase; provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to seven hundred fifty thousand dollars ($750,000) of Common Stock if the closing price of the Common Stock on Nasdaq is not below $10.00 on the date of purchase (as appropriately adjusted for any reorganization, recapitalization, non-cash non-cash In addition to Regular Purchases, following consummation of the Merger and upon satisfaction of the conditions set forth in the Purchase Agreement, on the same business day as a Regular Purchase Notice is delivered to Lincoln Park, the Post-Combination Company has the right, but not the obligation, to direct Lincoln Park to purchase additional shares of Common Stock (an “Accelerated Purchase”) in an amount equal to the Accelerated Purchase Share Amount (as hereinafter defined) at a price equal to ninety-five percent (95%) of the lower of (i) the volume weighted-average price (“VWAP”) for the period beginning at 9:30:01 a.m., Eastern time, on the applicable date of purchase, or such other time publicly announced by Nasdaq as the official open of trading on such market on such date, and ending at the earlier of (A) 4:00 p.m., Eastern time, on such date, (B) such time, from and after the time requested for such purchase, that the total number (or volume) of shares of Common Stock traded on Nasdaq has exceeded that number of shares of Common Stock equal to (i) the applicable Accelerated Purchase Share Amount (as hereinafter defined), divided by 30%, and (C) such time that the sale price on Nasdaq on such date has fallen below any minimum per share price threshold set forth in the applicable notice from the Post-Combination Company, and (ii) the closing sale price of the Common Stock on such date of purchase. The “Accelerated Purchase Share Amount” means the number of shares of Common Stock not exc |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Liquidity and Going Concern As of March 31, 2022, the Company had approximately $93,000 outside of the Trust Account, approximately $13,000 of interest income available in the Trust Account to pay for tax obligations and a The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares, the loan under the Note of approximately $116,000 (as defined in Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 2, 2021. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. In connection with the Extension Amendment, the Sponsor, or its designees, has agreed to contribute to us as a loan of $0.033 for each public share that is not redeemed for each subsequent calendar month commencing on May 2, 2022, and on the 2nd day of each subsequent month, or portion thereof, that is needed by the Company to complete an initial Business Combination from May 2, 2022 until the end of the Combination Period (the “Additional Contributions”). The amount of the Additional Contributions will not bear interest and will be repayable by us to our Sponsor or its designees upon consummation of an initial Business Combination. Our Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our Sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate. On May 2, 2022, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $167,032.54 to our Sponsor. The Sponsor deposited such funds into the Trust Account. Also on May 2, 2022, the Company issued an additional convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $424,770.00 to the Sponsor. The Working Capital Note was issued to provide the Company with additional working capital during the extended period during which the Company must complete its initial business combination, and will not be deposited into the Trust Account. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of our initial business combination. Upon such election, the Working Capital Note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, June 2, 2022, extended thereafter on a monthly basis up to November 2, 2022. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company held no cash equivalents outside the Trust Account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments in interest income held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Fair Value of Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating consolidated Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivative and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) are classified as equity. The Private Placement Warrants (as defined in Note 4) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement consolidated model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 5,750,000 shares of common stock subject to possible redemption were presented at their redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including the sale of the Over-Allotment Units), the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of the common stock subject to possible redemption, which resulted in charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. No amounts were accrued for the payment of interest and penalties at March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net loss per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between the outstanding redeemable and non-redeemable The Company has not considered the effect of the Public Warrants and the Private Placement Warrants (as defined in Note 4) to purchase an aggregate of 2,998,500 shares of the Company’s common stock in the calculation of diluted net loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2022 and 2021. Remeasurement associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share: For the three months ended March 31, 2022 2021 redeemable non-redeemable redeemable non-redeemable Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (1,900,805 ) $ (556,853 ) $ (120,319 ) $ (49,680 ) Denominator: Basic and diluted weighted average common shares outstanding 5,750,000 1,684,500 3,705,556 1,530,011 Basic and diluted net loss per common share $ (0.33 ) $ (0.33 ) $ (0.03 ) $ (0.03 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On February 2, 2021, the Company consummated its Initial Public Offering of 5,750,000 Units, including 750,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $57.5 million, and incurring offering costs of approximately $1.3 million. Each Unit consists of one share of common stock and one-half |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares In May 2020, the Sponsor paid an aggregate of $25,000 on behalf of the Company to cover certain offering costs in exchange for the issuance of 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor. In July 2020, the Sponsor forfeited 57,500 Founder Shares for no consideration, and Ladenburg Thalmann & Co. Inc., the representative of the underwriters (“Ladenburg”), and certain of its employees purchased an aggregate of 57,500 shares of common stock (the “Representative Shares”) at an average purchase price of approximately $0.017 per share, for an aggregate purchase price of $977.50. The Company estimated the aggregate fair value of the Representative Shares to be approximately $288,000 on the date of transfer. The difference in the issuance date estimated fair value of the Representative Shares, compared to the aggregate purchase price, was determined to be an offering cost of the Company in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Representative Shares amounted to approximately $287,000, of which approximately $269,000 was charged to the initial carrying value of temporary equity related to the common stock subject to redemption and approximately $18,000 was charged to additional paid-in The Sponsor and Ladenburg agreed to forfeit up to an aggregate of 180,000 Founder Shares and 7,500 Representative Shares, respectively, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares and the Representative Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Units and underlying securities). On February 2, 2021, the underwriters fully exercised the over-allotment option; thus, these 187,500 shares were no longer subject to forfeiture. The Sponsor agreed not to transfer, assign or sell 50% of their Founder Shares until the earlier of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 247,000 Private Placement Units at a price of $10.00 per unit to the Sponsor, generating proceeds of approximately $2.5 million. Each Private Placement Unit consists of one share of common stock and one-half The Private Placement Units and their component securities and the Founder Shares held by Ladenburg will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees. Related Party Loans On May 27, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note, which was later amended on January 4, 2021 (the “Note”). The Note was non-interest February 2, 2021. In connection with the Extension Amendment, the Sponsor, or its designees, has agreed to contribute to us as a loan of $0.033 for each public share that is not redeemed for each subsequent calendar month commencing on May 2, 2022, and on the 2nd day of each subsequent month, or portion thereof, that is needed by the Company to complete an initial Business Combination from May 2, 2022 until the end of the Combination Period (the “Additional Contributions”). The amount of the Additional Contributions will not bear interest and will be repayable by us to our Sponsor or its designees upon consummation of an initial Business Combination. Our Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our Sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate. On May 2, 2022, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $167,032.54 to our Sponsor. The Sponsor deposited such funds into the Trust Account. Also on May 2, 2022, the Company issued an additional convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $424,770.00 to the Sponsor. The Working Capital Note was issued to provide the Company with additional working capital during the extended period during which the Company must complete its initial business combination, and will not be deposited into the Trust Account. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of our initial business combination. Upon such election, the Working Capital Note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes will either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a conversion price of $10.00 per Private Placement Unit. If the Company does not complete a Business Combination, the loans will not be repaid. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the Company’s prospectus, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 and $20,000 in administrative expenses-related party in the accompanying condensed consolidated Financial Advisory Fees The Company paid a fee of $25,000 to its Chief Financial Officer in February 2021 for financial advisory services to the Company. The Company in the future may pay Brookline Capital Markets (“Brookline”) or its affiliates, partners or employees, a fee for financial advisory services rendered in connection with the Company’s identification, negotiation and consummation of an initial Business Combination. The amount of any fee paid to Brookline or its affiliates, partners or employees, will be based upon the prevailing market rates for similar services for such transactions at such time. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Representative Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company registered such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the holders of the Representative Shares may not exercise demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Company’s initial registration statement was declared effective and may not exercise demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.15 per unit, or $862,500 in the aggregate, paid upon the closing of the Initial Public Offering. Purchase Agreement As described in Note 1, in consideration for entering into the Purchase Agreement, the Post-Combination Company is required to issue to Lincoln Park, on the date of the Closing, 150,000 shares of Common Stock, and on the date that is ninety (90) days after the Closing, $1,500,000 of shares of Common Stock at a price equal to the arithmetic average of the closing sale price for the Common Stock on Nasdaq during the ten (10) consecutive business days immediately preceding the issuance of such shares; provided, that in no event shall the amount of such shares exceed 500,000. Pursuant to the terms of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.6, within thirty (30) days of the Closing, the Post-Combination Company shall file with the SEC a new registration statement covering the resale of any shares of Common Stock purchased or otherwise acquired by Lincoln Park under the terms of the Purchase Agreement. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Warrants | NOTE 6 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). However, the Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the Public Warrants expire or are redeemed. If a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants have an exercise price of $11.50 per full share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption given after the Public Warrants become exercisable; and • if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day If the Company calls the Public Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers or any of their permitted transferees. 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 either the Public Warrants or the Private Placement 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 and such warrants would expire. |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Subject To Possible Redemption Disclosure [Abstract] | |
Common Stock Subject to Possible Redemption | Note 7 Common Stock Subject to Possible Redemption The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 25,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 7,434,500 shares of common stock outstanding, of which 5,750,000 shares were subject to possible redemption and classified outside of permanent equity in the condensed consolidated The common stock subject to possible redemption reflected on the condensed consolidated Gross Proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (3,662,750 ) Common stock issuance costs (1,459,030 ) Plus: Remeasurement of carrying value to redemption value 5,696,780 Common stock subject to possible redemption $ 58,075,000 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 8 — Stockholders’ Equity (Deficit) Preference Shares- Common Shares- |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 by level within the fair value hierarchy: March 31, 2022: Description Quoted Prices Significant Significant Assets — Investments held in Trust Account: Mutual funds (1) $ 58,087,513 $ — $ — Liabilities: Derivative warrant liabilities — Private $ — $ — $ 52,500 (1) Excludes $16 of cash balance held within the Trust Account December 31, 2021: Description Quoted Prices Significant Significant Assets — Investments held in Trust Account: Mutual funds $ 12,076 $ — $ — U.S. Treasury Securities $ 58,073,257 $ — $ — Liabilities: Derivative warrant liabilities — Private $ — $ — $ 49,660 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2022 and 2021. Level 1 assets include investments in mutual funds invested in government securities and U.S. Treasury Securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Private Placement Warrants are measured using a Monte Carlo simulation. For the three months ended March 31, 2022 and 2021, the Company recognized non-operating consolidated The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Volatility 4.8 % 7.2 % Stock price $ 10.08 $ 10.01 Expected life of the options to convert 5.3 5.5 Risk-free rate 2.42 % 1.31 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2022 and 2022, are summarized as follows: Level 3—Derivative warrant liabilities at December 31, 2020 $ — Issuance of Private Warrants 159,560 Change in fair value of derivative warrant liabilities 49,160 Level 3—Derivative warrant liabilities at March 31, 2021 $ 208,720 Level 3—Derivative warrant liabilities at January 1, 2022 $ 49,650 Change in fair value of derivative warrant liabilities 2,850 Level 3—Derivative warrant liabilities at March 31, 2022 $ 52,500 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
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 the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On April 26, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 2, 2022 (the date which is 15 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to November 2, 2022. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 26, 2022. In connection with the extension, stockholders elected to redeem 688,408 shares of Common Stock, which represents approximately 12% of the shares that were part of the units that were sold in the Company’s initial public offering. Following such redemptions, approximately $51.1 million remain in the trust account and 6,746,092 shares of Common Stock will remain issued and outstanding. In connection with this extension, the Sponsor, or its designees, has agreed to contribute to us as a loan of $0.033 for each public share that is not redeemed for each subsequent calendar month commencing on May 2, 2022, and on the 2nd day of each subsequent month, or portion thereof, that is needed by the Company to complete an initial Business Combination from May 2, 2022 until the Extended Date (the “Additional Contributions”). The amount of the Additional Contributions will not bear interest and will be repayable by us to our Sponsor or its designees upon consummation of an initial Business Combination. Our Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our Sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate. On May 2, 2022, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $ 167,033 to our Sponsor. The Sponsor deposited such funds into the Trust Account. Also on May 2, 2022, the Company issued an additional convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $424,770 to the Sponsor. The Working Capital Note was issued to provide the Company with additional working capital during the extended period during which the Company must complete its initial business combination, and will not be deposited into the Trust Account. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of our initial business combination. Upon such election, the Working Capital Note will convert, at a price of $10.00 per unit, into units identical to the |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Liquidity and Going Concern | Liquidity and Going Concern As of March 31, 2022, the Company had approximately $93,000 outside of the Trust Account, approximately $13,000 of interest income available in the Trust Account to pay for tax obligations and a The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares, the loan under the Note of approximately $116,000 (as defined in Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 2, 2021. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. In connection with the Extension Amendment, the Sponsor, or its designees, has agreed to contribute to us as a loan of $0.033 for each public share that is not redeemed for each subsequent calendar month commencing on May 2, 2022, and on the 2nd day of each subsequent month, or portion thereof, that is needed by the Company to complete an initial Business Combination from May 2, 2022 until the end of the Combination Period (the “Additional Contributions”). The amount of the Additional Contributions will not bear interest and will be repayable by us to our Sponsor or its designees upon consummation of an initial Business Combination. Our Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our Sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate. On May 2, 2022, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $167,032.54 to our Sponsor. The Sponsor deposited such funds into the Trust Account. Also on May 2, 2022, the Company issued an additional convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $424,770.00 to the Sponsor. The Working Capital Note was issued to provide the Company with additional working capital during the extended period during which the Company must complete its initial business combination, and will not be deposited into the Trust Account. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of our initial business combination. Upon such election, the Working Capital Note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, June 2, 2022, extended thereafter on a monthly basis up to November 2, 2022. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company held no cash equivalents outside the Trust Account. |
Investments Held in Trust Account | Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments in interest income held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value Measurements | Fair Value of Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating consolidated |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivative and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) are classified as equity. The Private Placement Warrants (as defined in Note 4) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement consolidated model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 5,750,000 shares of common stock subject to possible redemption were presented at their redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including the sale of the Over-Allotment Units), the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of the common stock subject to possible redemption, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. No amounts were accrued for the payment of interest and penalties at March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income (loss) per common share | Net loss per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between the outstanding redeemable and non-redeemable The Company has not considered the effect of the Public Warrants and the Private Placement Warrants (as defined in Note 4) to purchase an aggregate of 2,998,500 shares of the Company’s common stock in the calculation of diluted net loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2022 and 2021. Remeasurement associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share: For the three months ended March 31, 2022 2021 redeemable non-redeemable redeemable non-redeemable Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (1,900,805 ) $ (556,853 ) $ (120,319 ) $ (49,680 ) Denominator: Basic and diluted weighted average common shares outstanding 5,750,000 1,684,500 3,705,556 1,530,011 Basic and diluted net loss per common share $ (0.33 ) $ (0.33 ) $ (0.03 ) $ (0.03 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share: For the three months ended March 31, 2022 2021 redeemable non-redeemable redeemable non-redeemable Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (1,900,805 ) $ (556,853 ) $ (120,319 ) $ (49,680 ) Denominator: Basic and diluted weighted average common shares outstanding 5,750,000 1,684,500 3,705,556 1,530,011 Basic and diluted net loss per common share $ (0.33 ) $ (0.33 ) $ (0.03 ) $ (0.03 ) |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Subject To Possible Redemption Disclosure [Abstract] | |
Schedule of Reconciliation of Stock by Class | The common stock subject to possible redemption reflected on the condensed consolidated Gross Proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (3,662,750 ) Common stock issuance costs (1,459,030 ) Plus: Remeasurement of carrying value to redemption value 5,696,780 Common stock subject to possible redemption $ 58,075,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Liabilities Measured At Fair Value | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 by level within the fair value hierarchy: March 31, 2022: Description Quoted Prices Significant Significant Assets — Investments held in Trust Account: Mutual funds (1) $ 58,087,513 $ — $ — Liabilities: Derivative warrant liabilities — Private $ — $ — $ 52,500 (1) Excludes $16 of cash balance held within the Trust Account December 31, 2021: Description Quoted Prices Significant Significant Assets — Investments held in Trust Account: Mutual funds $ 12,076 $ — $ — U.S. Treasury Securities $ 58,073,257 $ — $ — Liabilities: Derivative warrant liabilities — Private $ — $ — $ 49,660 |
Summary Of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Volatility 4.8 % 7.2 % Stock price $ 10.08 $ 10.01 Expected life of the options to convert 5.3 5.5 Risk-free rate 2.42 % 1.31 % Dividend yield 0.0 % 0.0 % |
Summary Of Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2022 and 2022, are summarized as follows: Level 3—Derivative warrant liabilities at December 31, 2020 $ — Issuance of Private Warrants 159,560 Change in fair value of derivative warrant liabilities 49,160 Level 3—Derivative warrant liabilities at March 31, 2021 $ 208,720 Level 3—Derivative warrant liabilities at January 1, 2022 $ 49,650 Change in fair value of derivative warrant liabilities 2,850 Level 3—Derivative warrant liabilities at March 31, 2022 $ 52,500 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Apr. 26, 2022 | Mar. 17, 2022 | Feb. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | May 31, 2022 | May 02, 2022 | Dec. 31, 2021 |
Proceeds received from initial public offering, gross | $ 0 | $ 57,500,000 | ||||||
Proceeds from issuance of private placement | $ 0 | $ 2,470,000 | ||||||
Percentage of net assets held in the Trust Account | 80.00% | |||||||
Per share value of the residual assets remaining available for distribution | $ 10.10 | |||||||
Net tangible assets for consummation of a Business Combination | $ 5,000,001 | |||||||
Public shares redeemable percentage | 100.00% | |||||||
Business combination consummated terms | 16 months | |||||||
Dissolution expenses, Interest | $ 100,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Business acquisition share price | $ 10 | |||||||
Percentage Of Common Stock Shares Outstanding | 1.20% | |||||||
Common Stock, Value, Subscriptions | $ 15,000,000 | |||||||
Multiplier Percentage to Number of Shares Ditrected to Purchase By Post Combination Entity | 300.00% | |||||||
Number Of Days Within Which Securities Shall Be Registered After Consummation Of Business Combination | 15 days | |||||||
Investments held in Trust Account | $ 58,087,529 | $ 58,085,333 | ||||||
Common stock, shares outstanding | 1,684,500 | 1,684,500 | ||||||
Common stock, shares issued | 1,684,500 | 1,684,500 | ||||||
Debt face amount | $ 116,000 | |||||||
Debt conversion price per share | $ 10 | |||||||
Price per share | $ 11.50 | $ 11.50 | ||||||
Sponsor [Member] | ||||||||
Proceeds from issuance of private placement | $ 2,500,000 | |||||||
Lincoln Park Capital Fund [Member] | ||||||||
Common Stock Additional Shares Subscriptions | 1,500,000 | |||||||
Common Stock Maximum Shares Subscriptions | 50,000,000 | |||||||
PIPE Subscription Agreements [Member] | ||||||||
Minimum Business Combination Cash Holding For Forfeiture of Sponsor Shares | $ 20,000,000 | |||||||
Purchase Agreement [Member] | ||||||||
Number of trading days for determining share price | 10 days | |||||||
Percentage of Purchase Additional Shares of Common Stock | 95.00% | |||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund [Member] | ||||||||
Common Stock, Value, Subscriptions | $ 500,000 | |||||||
Post Combination Entity Common Stock Oustanding Percentage | 4.99% | |||||||
Common Stock Trading Below Ten Dollars [Member] | ||||||||
Common Stock, Value, Subscriptions | $ 1,000,000 | |||||||
Common Stock Trading Below Ten Dollars [Member] | Purchase Agreement [Member] | ||||||||
Common Stock, Value, Subscriptions | $ 750,000 | |||||||
Business Acquisition Tranche Two [Member] | ||||||||
Percentage Of Common Stock Shares Outstanding | 2.50% | |||||||
Business Acquisition Tranche Three [Member] | ||||||||
Percentage Of Common Stock Shares Outstanding | 1.00% | |||||||
Subsequent Event [Member] | ||||||||
Business combination consummated terms | 15 months | |||||||
Stock redeemed or called during period shares | 688,408 | |||||||
Percentage of common stock outstanding redemeed | 12.00% | |||||||
Investments held in Trust Account | $ 51,100,000 | |||||||
Common stock, shares outstanding | 6,746,092 | |||||||
Common stock, shares issued | 6,746,092 | |||||||
Project Barolo Merger Sub Inc [Member] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||
Common Stock Conversion Price Per Share | $ 0.0001 | |||||||
Apexigen [Member] | ||||||||
Percentage of voting interests acquired | 50.10% | |||||||
Additional Contributions [Member] | Subsequent Event [Member] | Sponsor [Member] | ||||||||
Loan contribution per common stock | $ 0.033 | |||||||
Extension Note [Member] | Subsequent Event [Member] | Sponsor [Member] | ||||||||
Debt face amount | $ 167,032.54 | |||||||
Working Capital Loans [Member] | Subsequent Event [Member] | Sponsor [Member] | ||||||||
Debt face amount | $ 424,770 | |||||||
Debt conversion price per share | $ 10 | |||||||
Common Stock [Member] | ||||||||
Stock issued during period, shares, new issues | 247,000 | |||||||
Common stock, shares outstanding | 1,684,500 | 1,684,500 | ||||||
Maximum [Member] | ||||||||
Per share value of the residual assets remaining available for distribution | $ 12.50 | |||||||
Maximum [Member] | Lincoln Park Capital Fund [Member] | ||||||||
Number of trading days for determining share price | 30 days | |||||||
Number Of Days Within Which Securities Shall Be Registered After Consummation Of Business Combination | 30 days | |||||||
Maximum [Member] | Equal To Below Twelve Point Five [Member] | ||||||||
Number of trading days for determining share price | 30 days | |||||||
Minimum [Member] | ||||||||
Per share value of the residual assets remaining available for distribution | $ 10 | |||||||
Percentage of shares of common stock sold determining shares redeem | 15.00% | |||||||
Minimum [Member] | Lincoln Park Capital Fund [Member] | ||||||||
Number of trading days for determining share price | 10 days | |||||||
Minimum [Member] | Equal To Below Twelve Point Five [Member] | ||||||||
Number of trading days for determining share price | 20 days | |||||||
Minimum [Member] | Business Combination [Member] | ||||||||
Percentage of voting interests acquired | 50.00% | |||||||
Private Placement [Member] | ||||||||
Class of warrant or right, shares issue | 247,000 | |||||||
Class of warrant or right issue price | $ 10 | |||||||
Proceeds from issuance of private placement | $ 2,500,000 | |||||||
Over-Allotment Option [Member] | Common Stock [Member] | ||||||||
Stock issued during period, shares, new issues | 750,000 | |||||||
IPO [Member] | Common Stock [Member] | ||||||||
Stock issued during period, shares, new issues | 5,750,000 | 0 | ||||||
Stock issued, price per share | $ 10 | |||||||
Proceeds received from initial public offering, gross | $ 57,500,000 | |||||||
Offering costs incurred | $ 1,300,000 | |||||||
IPO [Member] | Private Placement [Member] | ||||||||
Proceeds received from initial public offering, gross | $ 58,100,000 | |||||||
Proceeds from issuance of initial public offering, price per unit | $ 10.10 | |||||||
Maturity days of U.S "government securities" | 185 days |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss) | $ (2,457,658) | $ (169,999) |
Redeemable Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (1,900,805) | $ (120,319) |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 5,750,000 | 3,705,556 |
Basic and diluted net income (loss) per common share | $ (0.33) | $ (0.03) |
Non Redeemable Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (556,853) | $ (49,680) |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 1,684,500 | 1,530,011 |
Basic and diluted net income (loss) per common share | $ (0.33) | $ (0.03) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Feb. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | May 31, 2022 | May 02, 2022 | Apr. 26, 2022 | Dec. 31, 2021 |
Accounting Policies [Line Items] | |||||||
Cash equivalents | $ 0 | $ 0 | |||||
Term of restricted investments | 185 days | ||||||
Temporary equity shares, outstanding | 5,750,000 | 5,750,000 | |||||
Unrecognized income tax benefits | $ 0 | ||||||
Accrued for interest and penalties | 0 | ||||||
Cash | 93,320 | $ 217,409 | |||||
Investment Income, Interest | 13,000 | ||||||
Debt face amount | $ 116,000 | ||||||
Offering costs paid by sponsor | 25,000 | ||||||
Tax obligations | $ 2,300,000 | ||||||
Debt conversion price per share | $ 10 | ||||||
Subsequent Event [Member] | Sponsor [Member] | Working Capital Loans [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Debt face amount | $ 424,770 | ||||||
Debt conversion price per share | $ 10 | ||||||
Subsequent Event [Member] | Sponsor [Member] | Extension Note [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Debt face amount | $ 167,032.54 | ||||||
Subsequent Event [Member] | Sponsor [Member] | Additional Contributions [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Loan contribution per common stock | $ 0.033 | ||||||
Common Stock [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during period, shares, new issues | 247,000 | ||||||
Common Stock [Member] | IPO [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during period, shares, new issues | 5,750,000 | 0 | |||||
Warrant [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Antidilutive securities excluded from the computation of earnings per share | 2,998,500 | ||||||
Minimum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Cash with federal deposit insurance corporation | $ 250,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 02, 2021 | Mar. 31, 2022 |
Class of Stock [Line Items] | ||
Gross proceeds | $ 57.5 | |
Offering cost | $ 1.3 | |
Price per share | $ 11.50 | $ 11.50 |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction | 5,750,000 | |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction | 750,000 | |
Price per share | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 02, 2021 | Jul. 31, 2020 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | May 31, 2022 | May 02, 2022 | Apr. 26, 2022 | Dec. 31, 2021 | May 27, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 10.10 | |||||||||
Proceeds from private placement | $ 0 | $ 2,470,000 | ||||||||
Debt face amount | $ 116,000 | |||||||||
Debt conversion price per share | $ 10 | |||||||||
Gross proceeds | $ 57,500,000 | |||||||||
Paid an aggregate | 25,000 | |||||||||
Due to related party | $ 30,000 | $ 20,000 | ||||||||
Chief Financial Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment Of Financial Advisory Fees | $ 25,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction | 750,000 | |||||||||
Price per share | $ 10 | |||||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible debt | $ 1,500,000 | |||||||||
Public Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares forfeited | 57,500 | |||||||||
Sale of founder shares | 50.00% | |||||||||
Proceeds from private placement | $ 2,500,000 | |||||||||
Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 30 days | |||||||||
Payment of monthly fees | $ 10,000 | |||||||||
Sponsor [Member] | Subsequent Event [Member] | Additional Contributions [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan contribution per common stock | $ 0.033 | |||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during period new issues | 247,000 | |||||||||
Share issued price per share | $ 10 | |||||||||
Sponsor [Member] | Working Capital Loans [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ 424,770 | |||||||||
Debt conversion price per share | $ 10 | |||||||||
Sponsor [Member] | Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ 300,000 | |||||||||
Proceeds from related party notes | $ 116,000 | |||||||||
Sponsor [Member] | Extension Note [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ 167,032.54 | |||||||||
Sponsor [Member] | Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction | 1,437,500 | |||||||||
Sponsor [Member] | Common Class A [Member] | Share Price Equals Or Exceeds Dollar Twelve Per Share [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12.50 | |||||||||
Common stock, transfers, threshold trading days | 20 days | |||||||||
Common stock, transfers, threshold consecutive trading days | 30 days | |||||||||
Employees [Member] | Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction | 57,500 | |||||||||
Gross proceeds | $ 977.50 | |||||||||
Price per share | $ 0.017 | |||||||||
Sponsor and Ladenburg [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of common stock shareholding | 20.00% | |||||||||
Sponsor and Ladenburg [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares subject to forfeit | 180,000 | |||||||||
Sponsor and Ladenburg [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares subject to forfeit | 187,500 | |||||||||
Representative Shares [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares subject to forfeit | 7,500 | |||||||||
Fair Value of Common Stock Issued | $ 288,000 | |||||||||
Offering costs incurred | 287,000 | |||||||||
Initial value of common stock subject to possible redemption | 269,000 | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 18,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 17, 2022 | Mar. 31, 2022 |
Lincoln Park Capital Fund [Member] | ||
Other Commitments [Line Items] | ||
Common stock additional share subscriptions | 1,500,000 | |
Lincoln Park Capital Fund [Member] | Maximum [Member] | ||
Other Commitments [Line Items] | ||
Number of trading days for determining share price | 30 days | |
Lincoln Park Capital Fund [Member] | Minimum [Member] | ||
Other Commitments [Line Items] | ||
Number of trading days for determining share price | 10 days | |
Demand Registration Rights [Member] | ||
Other Commitments [Line Items] | ||
Period after which the rights of holders may be waived | 5 years | |
Piggy Back Registration Rights [Member] | ||
Other Commitments [Line Items] | ||
Period after which the rights of holders may be waived | 7 years | |
Underwriters [Member] | ||
Other Commitments [Line Items] | ||
Stock issued during the period new issues shares | 750,000 | |
Underwriting discount per unit | $ 0.15 | |
Underwriting discount amount | $ 862,500 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Class of Warrant or Right [Line Items] | |
Number of days within which securities shall be registered post conusmmation of business combination | 15 days |
Class of warrants or rights term | 5 years |
Number of days within which securities registration shall become effective post consummation of business combination | 60 days |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of days after which warrants become exercisable | 30 days |
Exercise price per share or per unit of warrants or rights outstanding | $ 11.50 |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Sale of stock issue price per share | 9.20 |
Volume weighted average price of shares based on the trading period | $ 9.20 |
Class of warrants or rights or rights exercise price as a percentage of newly issued share price | 115.00% |
Percentage of proceeds to used for business combination as a percentage of total proceeds | 60.00% |
Number of trading days for determining volume weighted average price | 20 days |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Newly issued share price | $ 18 |
Number of trading days for determining share price triggering warrant redemption | 20 days |
Class of warrants or rights redemption price per unit of warrant | $ 0.01 |
Class of warrants or rights or rights exercise price as a percentage of newly issued share price | 180.00% |
Number of consecutive trading days for determining share price triggering warrant redemption | 30 days |
Notice of warrants redemption period | 30 days |
Common Stock Subject to Possi_3
Common Stock Subject to Possible Redemption - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Per share | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 1,684,500 | 1,684,500 |
Share subject to possible redemption | 5,750,000 | 5,750,000 |
Securities Subject to Mandatory Redemption [Member] | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Common stock, shares authorized | 25,000,000 | |
Per share | $ 0.0001 | |
Common stock, shares outstanding | 7,434,500 | 7,434,500 |
Share subject to possible redemption | 5,750,000 | 5,750,000 |
Common Stock Subject to Possi_4
Common Stock Subject to Possible Redemption - Schedule of Reconciliation of Stock by Class (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Common stock issuance costs | $ 0 | $ (1,110,697) |
Common Stock Subject to Mandatory Redemption [Member] | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Gross proceeds | 57,500,000 | |
Proceeds allocated to public warrants | (3,662,750) | |
Common stock issuance costs | (1,459,030) | |
Remeasurement of carrying value to redemption value | 5,696,780 | |
Common stock subject to possible redemption | $ 58,075,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1,684,500 | 1,684,500 |
Common stock, shares outstanding | 1,684,500 | 1,684,500 |
Common stock subject to possible redemption | 5,750,000 | 5,750,000 |
Including Shares Subject To Possible Redemption [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 1,684,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Recurring [member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | Mutual Funds [Member] | ||
Assets — Investments held in Trust Account | ||
Assets – Investments held in trust account | $ 58,087,513 | $ 12,076 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | ||
Assets — Investments held in Trust Account | ||
Assets – Investments held in trust account | 58,073,257 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrant [Member] | ||
Liabilities: | ||
Derivative warrant liabilities — Private | $ 52,500 | $ 49,660 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Parenthetical) (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash held in trust account | $ 58,087,529 | $ 58,085,333 |
Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash held in trust account | $ 16 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 10.10 | |
Public And Private Placement Warrants [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 4.80% | 7.20% |
Stock price | $ 10.08 | $ 10.01 |
Expected life of the options to convert | 5 years 3 months 18 days | 5 years 6 months |
Risk-free rate | 2.42% | 1.31% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary Of Derivative Warrant Liabilities (Detail) - Derivative Financial Instruments, Liabilities [Member] - Fair Value, Recurring [member] - Private Warrants [member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative warrant liabilities | $ 49,650 | $ 0 |
Issuance of Private Warrants | 159,560 | |
Change in fair value of derivative warrant liabilities | 2,850 | 49,160 |
Derivative warrant liabilities | $ 52,500 | $ 208,720 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value adjustment to warrants | $ 2,840 | $ 49,160 |
Description of the valuation input used | Monte Carlo simulation | |
Private Warrants [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value adjustment to warrants | $ 3,000 | $ 49,000 |
Share based compensation by share based payment arrangement dividend rate | 0.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 26, 2022 | Mar. 31, 2022 | May 31, 2022 | May 02, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Business combination consummated terms | 16 months | ||||
Investments held in Trust Account | $ 58,087,529 | $ 58,085,333 | |||
Common stock, shares outstanding | 1,684,500 | 1,684,500 | |||
Common stock, shares issued | 1,684,500 | 1,684,500 | |||
Debt face amount | $ 116,000 | ||||
Debt conversion price per share | $ 10 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Business combination transaction date | May 2, 2022 | ||||
Business combination consummated terms | 15 months | ||||
Extended business combination transaction date | November 2, 2022 | ||||
Stock redeemed or called during period shares | 688,408 | ||||
Percentage of common stock outstanding redemeed | 12.00% | ||||
Investments held in Trust Account | $ 51,100,000 | ||||
Common stock, shares outstanding | 6,746,092 | ||||
Common stock, shares issued | 6,746,092 | ||||
Subsequent Event [Member] | Sponsor [Member] | Extension Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt face amount | $ 167,032.54 | ||||
Subsequent Event [Member] | Sponsor [Member] | Working Capital Loans [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt face amount | $ 424,770 | ||||
Debt conversion price per share | $ 10 | ||||
Subsequent Event [Member] | Sponsor [Member] | Additional Contributions [Member] | |||||
Subsequent Event [Line Items] | |||||
Loan contribution per common stock | $ 0.033 |