Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | North Mountain Merger Corp. |
Entity Central Index Key | 0001819157 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 303,615 | $ 971,469 |
Prepaid expenses | 127,500 | 328,114 |
Total Current Assets | 431,115 | 1,299,583 |
Marketable securities held in Trust Account | 132,261,826 | 132,253,093 |
TOTAL ASSETS | 132,692,941 | 133,552,676 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 428,439 | 124,265 |
Total Current Liabilities | 428,439 | 124,265 |
Deferred underwriting fee payable | 4,628,750 | 4,628,750 |
Total Liabilities | 13,503,164 | 19,353,015 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (13,060,554) | (18,050,670) |
Total Stockholders' Deficit | (13,060,223) | (18,050,339) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 132,692,941 | 133,552,676 |
Class A Common Stock [Member] | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Class A common stock subject to possible redemption, 13,225,000 shares at redemption value of $10.00 per share as of December 31, 2021 and 2020 | 132,250,000 | 132,250,000 |
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit | ||
Common stock | 331 | 331 |
Private Warrants [Member] | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Warrant Liabilities | 3,275,000 | 5,673,000 |
Public Warrants [Member] | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Warrant Liabilities | $ 5,170,975 | $ 8,927,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Deficit | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Common stock subject to possible redemption (in shares) | 13,225,000 | 13,225,000 |
Common stock subject to possible redemption, price (in dollars per share) | $ 10 | $ 10 |
Stockholders' Deficit | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 3,306,250 | 3,306,250 |
Common stock, shares outstanding (in shares) | 3,306,250 | 3,306,250 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating and formation costs | $ 237,630 | $ 1,172,642 |
Loss from operations | (237,630) | (1,172,642) |
Other income (expense): | ||
Transaction costs allocated to warrants | (355,812) | 0 |
Interest earned on marketable securities held in Trust Account | 3,093 | 8,733 |
Other offering expense related to warrant liabilities | (55,000) | 0 |
Change in fair value of warrant liability | (3,918,000) | 6,154,025 |
Other income (expense), net | (4,325,719) | 6,162,758 |
Net income (loss) | (4,563,349) | 4,990,116 |
Class A Common Stock [Member] | ||
Other income (expense): | ||
Net income (loss) | $ (3,254,481) | $ 3,992,093 |
Basic weighted average shares outstanding (in shares) | 7,779,412 | 13,225,000 |
Basic net income (loss) per share (in dollars per share) | $ (0.42) | $ 0.30 |
Diluted weighted average shares outstanding (in shares) | 7,779,412 | 13,225,000 |
Diluted net income (loss) per share (in dollars per share) | $ (0.42) | $ 0.30 |
Class B Common Stock [Member] | ||
Other income (expense): | ||
Net income (loss) | $ (1,308,868) | $ 998,023 |
Basic weighted average shares outstanding (in shares) | 3,128,676 | 3,306,250 |
Basic net income (loss) per share (in dollars per share) | $ (0.42) | $ 0.30 |
Diluted weighted average shares outstanding (in shares) | 3,128,676 | 3,306,250 |
Diluted net income (loss) per share (in dollars per share) | $ (0.42) | $ 0.30 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Class B Common Stock [Member] |
Beginning balance at Jul. 13, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Jul. 13, 2020 | 0 | ||||
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 331 | 24,669 | 0 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 3,306,250 | ||||
Measurement Adjustment for Class A ordinary shares to redemption amount | (24,669) | (13,487,321) | (13,511,990) | ||
Net income (loss) | $ 0 | 0 | (4,563,349) | (4,563,349) | $ (1,308,868) |
Ending balance at Dec. 31, 2020 | $ 331 | 0 | (18,050,670) | (18,050,339) | |
Ending balance (in shares) at Dec. 31, 2020 | 3,306,250 | ||||
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | 0 | 4,990,116 | 4,990,116 | $ 998,023 |
Ending balance at Dec. 31, 2021 | $ 331 | $ 0 | $ (13,060,554) | $ (13,060,223) | |
Ending balance (in shares) at Dec. 31, 2021 | 3,306,250 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (4,563,349) | $ 4,990,116 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (3,093) | (8,733) |
Change in fair value of warrant liability | 3,918,000 | (6,154,025) |
Transaction costs allocated to warrants | 355,812 | 0 |
Other offering expenses related to warrant liabilities | 55,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (328,114) | 200,614 |
Accounts payable and accrued expenses | 124,265 | 304,174 |
Net cash used in operating activities | (441,479) | (667,854) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (132,250,000) | 0 |
Net cash used in investing activities | (132,250,000) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 0 |
Proceeds from sale of Units, net of underwriting discounts paid | 129,832,700 | 0 |
Proceeds from sale of Private Placement Warrants | 4,145,000 | 0 |
Proceeds from promissory note - related party | 75,000 | 0 |
Repayment of promissory note - related party | (75,000) | 0 |
Payment of offering costs | (339,752) | 0 |
Net cash provided by financing activities | 133,662,948 | 0 |
Net Change in Cash | 971,469 | (667,854) |
Cash - Beginning of period | 0 | 971,469 |
Cash - End of period | 971,469 | 303,615 |
Non-Cash investing and financing activities: | ||
Remeasurement adjustment for Class A ordinary shares to redemption amount | 13,511,990 | 0 |
Deferred underwriting fee payable | 4,628,750 | 0 |
Supplemental Disclosure: | ||
Cash Paid for franchise taxes | $ 0 | $ 93,493 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS North Mountain Merger Corp. (the “Company”) was incorporated in Delaware as a blank check company on July 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology segment of the broader financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period from July 14, 2020 (inception) through December 31, 2021 relates to the Company’s formation the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. On September 22, 2020, the Company consummated the Initial Public Offering of 13,225,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 1,725,000 Units, at $10.00 per Unit, generating gross proceeds of $132,250,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,145,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to North Mountain LLC (the “Sponsor”), generating gross proceeds of $4,145,000, which is described in Note 4. Transaction costs amounted to $7,385,802, consisting of $2,417,300 of underwriting fees, $4,628,750 of deferred underwriting fees and $339,752 of other offering costs. Following the closing of the Initial Public Offering on September 22, 2020, an amount of $132,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund its regulatory compliance costs and to pay its tax obligations (“permitted withdrawals”). The Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account initially funded by the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of permitted withdrawals and excluding the amount of any deferred underwriting discount) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully complete a Business Combination. The Company will provide its Class A 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 on deposit in the Trust Account (initially $10.00 per Public Share) plus a pro rata portion of the interest earned on the funds held in the Trust Account and not previously withdrawn to fund permitted withdrawals. The per share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules). If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by law or stock exchange rule 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, 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 transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until September 22, 2022 to consummate a Business Combination (the “Completion Window”). If the Company is unable to complete a Business Combination within the Completion Window, 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 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s officers, directors or any of their affiliates acquires 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 Completion Window. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Managements’ Plan As of December 31, 2021, the company had $303,615 of cash within the operating bank account, a working capital balance of $14,502, and less than twelve months to complete a business combination. No assurances can be given that the Company will complete a business combination before September 22, 2022, the Company’s liquidation date, or through twelve months following the issuance of this report. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that it will need to obtain additional capital in order to have adequate liquidity to sustain operations, which consists of pursuing a Business Combination. While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time through at least one year from the date the consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company has determined that its significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity. Offering costs amounted to $339,752, of which $313,144 was charged to temporary equity and $26,608 was expensed as incurred in the statements of operation upon the completion of the Initial Public Offering. In addition, the underwriter was paid $2,417,300 at closing of the Initial Public Offering and a deferred underwriting fee of $4,628,750 was charged against equity and presented on the accompanying consolidated balance sheets. Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the measurement from carrying amount to redemption value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021 and 2020, Class A common stock reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $132,250,000 Less: Proceeds allocated to Public Warrants $ (6,482,000) Issuance costs allocated to Class A Common Stock (7,029,990) Plus: Remeasurement adjustment of carrying value to redemption value $ 13,511,990 Class A common stock subject to possible redemption $132,250,000 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a Modified Black-Scholes Model. The fair value of the public warrants was initially measured using the Modified Black-Scholes model, and then subsequently measured at the public trading price. The key inputs and assumptions used for the Modified Black-Scholes model were the common stock price, expected term in years, expected volatility derived using a Monte Carlo Simulation, exercise price, and risk-free interest rate (see Note 10). Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely -than -not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Stock Basic net income (loss) per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,757,500 shares in the calculation of diluted loss per share, since the exercise price of the warrants was below the average market price for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from July 14, 2020 (Inception) Through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 3,992,093 $ 998,023 $(3,254,481) $(1,308,868) Denominator: Basic and diluted weighted average shares outstanding 13,225,000 3,306,250 7,779,412 3,128,676 Basic and diluted net income (loss) per common stock $ 0.30 $ 0.30 $ (0.42) $ (0.42) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Recent Accounting Standards 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 consolidated financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
PUBLIC OFFERING [Abstract] | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 13,225,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 1,725,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,145,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,145,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and all underlying securities will expire worthless. As of the date of the Initial Public Offering, the fair market value of the Private Placement Warrants was $1.01, which caused the Company to charge $55,000 to the Statement of Operations for the Period from July 14, 2020 (Inception) Through December 31, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 14, 2020, the Sponsor purchased 3,306,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 431,250 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. As a result of the underwriter’s election to fully exercise the over-allotment option on the date of the Initial Public Offering, 431,250 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) subsequent to a Business Combination, (x) if the closing price of the Class A stock common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their Class A common stock for cash, securities or other property. In the event that a successful business combination occurs, distributions to Board Members and other members of the Sponsor are able to be transferred. As of December 31, 2021, no Founder Shares have been transferred and no adjustments have been made to the accompanying consolidated financial statements. Administrative Support Agreement The Company has agreed, commencing on September 22, 2020, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 and for the period from July 14, 2020 (inception) through December 31, 2020, the Company incurred approximately $120,000 and $30,000 in fees for these services, respectively, of which such amount is included in accrued expenses in the accompanying consolidated balance sheets as of December 31, 2021 and 2020. Promissory Note — Related Party On July 14, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $75,000 was repaid at the closing of the Initial Public Offering on September 22, 2020. No amount is outstanding as of December 31, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sale of Units to Related Party Millais Limited, the indirect majority owner of the Company’s Sponsor, purchased 1,138,500 Units sold in the Initial Public Offering at $10.00 per Unit, or $11,358,000 in the aggregate. Underwriting Agreement The underwriter is entitled a deferred fee of 3.5% of the gross proceeds from the Units sold in the Initial Public Offering, or $4,628,750 in the aggregate. The deferred fee will be forfeited by the underwriter solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The underwriter did not receive any underwriting discount or commissions on Units purchased by Millais Limited, the indirect majority owner of the Company’s sponsor. Pipe Engagement Agreement On August 26, 2021, The Company entered into a Pipe Engagement Agreement with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and William Blair & Company L.L.C. for which the Company agrees to pay the placement agents a fee equal to 4% of the aggregate price at which the Securities are sold by the Company. This fee is payable only upon the consummation of a business combination. The Company estimates that the placement agent fee for the proposed merger with Corcentric, see below for discussion of the merger with Corcentric, will be approximately $2,000,000. No amounts related to the agreement have been recorded within the consolidated financial statements as of December 31, 2021. Capital Markets Agreement On July 28, 2021, The Company entered into a Capital Markets Agreement with Cowen and Company, LLC (Cowen) for which the Company has agreed to pay Cowen a fee of $1,500,000 to provide capital markets advisory services. This fee is payable only upon the consummation of a business combination. No amounts related to the agreement have been recorded within the consolidated financial statements as of December 31, 2021. Merger Agreement On December 9, 2021, North Mountain Merger Corp., a Delaware corporation (“North Mountain”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among North Mountain, North Mountain Merger Sub Inc., a wholly owned subsidiary of North Mountain (“Merger Sub I”), North Mountain Merger Sub II, LLC, a wholly owned subsidiary of North Mountain (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and Corcentric, Inc., a Delaware corporation (“Corcentric”). Pursuant to the terms of the Merger Agreement, a business combination between North Mountain and Corcentric will be effected through (a) the merger of Merger Sub I with and into Corcentric (the “Initial Merger”), with Corcentric surviving the Initial Merger as a wholly owned subsidiary of North Mountain (Corcentric, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to as the “Initial Surviving Company”) and (b) immediately following the Initial Merger, a merger of the Initial Surviving Company with and into Merger Sub II (the “Subsequent Merger” and, together with the Initial Merger, the “Mergers”), with Merger Sub II being the surviving entity of the Subsequent Merger (Merger Sub II, in its capacity as the surviving entity of the Subsequent Merger, is sometimes referred to herein as the “Surviving Company”). The Mergers and the other transactions contemplated by the Merger Agreement are collectively hereafter referred to as the “Business Combination”. The consummation of the Business Combination is subject to the receipt of the requisite approval of the stockholders of each of North Mountain and Corcentric (such approvals, the “North Mountain stockholder approval” and the “Corcentric stockholder approval,” respectively) and the fulfillment of certain other conditions. At the effective time of the Initial Merger (the “ Effective Time ”): (a) each share of Corcentric common stock, par value $0.001 per share (the “ Corcentric Common Stock ”) will be converted into the right to receive (i) the Per Share Stock Consideration (as defined in the Merger Agreement), (ii) any cash payable in lieu of fractional shares pursuant to the terms of the Merger Agreement and (iii) the contingent right to receive a number of shares of North Mountain’s Class A common stock, par value $0.0001 per share (the “ North Mountain Common Stock ”), following the Closing (as defined below) as further described below (such shares, the “ Earnout Shares ”) in accordance with the terms of the Merger Agreement; (b) each share of Corcentric Series A preferred stock, par value $0.001 per share (the “ Corcentric Preferred Stock ”) (other than the Cash Consideration Shares (as defined below)) will be converted into the right to receive (i) (A) the Per Share Stock Consideration, multiplied by (B) the number of shares of Corcentric Common Stock that such share of Corcentric Preferred Stock would be converted into if converted in accordance with the terms of Corcentric’s certificate of incorporation immediately prior to the Effective Time, (ii) any cash payable in lieu of fractional shares pursuant to the terms of the Merger Agreement and (iii) the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement; (c) each share of Corcentric Preferred Stock expressly identified as receiving merger consideration in the form of cash pursuant to the terms of the Merger Agreement (each such share of Corcentric Preferred Stock, a “ Cash Consideration Share ”) will be converted into the right to receive an amount of cash, without interest, equal to the product of (A) the Per Share Merger Consideration Value (as defined in the Merger Agreement), multiplied by (B) the number of shares of Corcentric Common Stock that such shares of Corcentric Preferred Stock would be converted into if converted in accordance with the terms of Corcentric’s certificate of incorporation immediately prior to the Effective Time (with the aggregate amount of cash payable in respect of the Cash Consideration Shares not to exceed $120,000,000); (d) each vested Corcentric stock option, to the extent then outstanding and unexercised, will automatically be cancelled, and the holder will be entitled to receive in respect of such cancelled vested Corcentric stock option (i) a number of shares of North Mountain Common Stock equal to the quotient obtained by dividing (A) the result of (1) the product of (x) the number of shares of Corcentric Common Stock subject to such vested Corcentric stock option immediately prior to the Effective Time, multiplied by (y) the excess, if any, of (a) the Per Share Merger Consideration Value, over (b) the per share exercise price for the shares of Corcentric Common Stock subject to such vested Corcentric stock option immediately prior to the Effective Time, minus (2) the applicable withholding taxes payable in respect of such cancelled vested Corcentric stock option, by (B) ten dollars ($ten) and (ii) the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement; (e) each unvested Corcentric stock option, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire, on the same terms and conditions as were applicable to such unvested Corcentric stock option immediately prior to the Effective Time, including applicable vesting conditions, a number of shares of North Mountain Common Stock determined in accordance with the terms of the Merger Agreement (after such conversion, each a “ Rollover Option ”), and the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement; and (f) each share of Corcentric restricted stock, to the extent then unvested and outstanding, will automatically be converted into the number of shares of restricted North Mountain Common Stock, subject to the same terms and conditions as were applicable to such Corcentric restricted stock immediately prior to the Effective Time, including applicable vesting conditions, determined in accordance with the terms of the Merger Agreement (after such conversion, the “ Rollover Restricted Stock Conditions to Closing The consummation of the Business Combination is subject to certain conditions, including: (i) receipt of the North Mountain stockholder approval, (ii) receipt of the Corcentric stockholder approval, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (v) the effectiveness of the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), (vi) the completion of the redemption offer in relation to North Mountain Common Stock in accordance with the terms of the Merger Agreement and the Proxy Statement (the “Redemption Offer”), (vii) North Mountain having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the Redemption Offer, (viii) the receipt of the approval for listing by the Nasdaq of the North Mountain Common Stock (including the Earnout Shares), North Mountain warrants and the shares of North Mountains Common Stock issuable upon the exercise of the North Mountain warrants to be issued or delivered in connection with the Business Combination and the transactions contemplated by the Subscription Agreements, (ix) the amendment of North Mountain’s certificate of incorporation in a form to be mutually agreed by North Mountain and Corcentric, (x) the amount of Closing Acquiror Cash (as defined in the Merger Agreement) being equal to or exceeding $150,000,000; provided, that if the Closing Acquiror Cash is less than $125,000,001, Corcentric will have no right or ability to waive such condition without North Mountain’s prior written consent, and (xi) customary bringdown conditions. Subscription Agreements In connection with the execution of the Merger Agreement, North Mountain entered into subscription agreements (the “Subscription Agreements”) with investment funds managed by Wellington Management Company LLP (“Wellington”), Millais Limited, an affiliate of the Sponsor and an affiliate of North Mountain (“Millais”) and SMMC Sponsor Interests, LLC, an affiliate of North Mountain and an entity controlled by Charles Bernicker, the Chief Executive Officer and a director of North Mountain (such entity, “Sponsor Interests, and together with Wellington and Millais, the “Subscribers”), pursuant to which (i) the Subscribers have agreed to purchase, and North Mountain has agreed to sell the Subscribers, an aggregate of 5,000,000 shares of Common Stock for a purchase price of $10.00 per share and at an aggregate purchase price of $50,000,000 and (ii) North Mountain will transfer to each Subscriber one-half |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock —The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2021 and 2020, there were 13,225,000 shares of Class A common stock issued and outstanding, including Class A common stock subject to possible redemption which are presented as temporary equity. Class B Common Stock —The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 3,306,250 shares of Class B common stock issued and outstanding. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of a Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. These provisions of the Company’s Amended and Restated Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
WARRANT LIABILITY [Abstract] | |
WARRANT LIABILITY | NOTE 8. WARRANT LIABILITY Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemptions of Warrants for Cash — Once the warrants become exercisable, the Company may redeem the Public Warrants: • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company’s warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As such, the Company accounts for its Public Warrants and Private Placement Warrants as liabilities. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The income tax provision for the year ended December 31, 2021 and for the period from July 14, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2021 December 31, 2020 Federal Current $ — $ — Deferred (243,698) (49,253) State and Local Current — — Deferred — — Change in valuation allowance 243,698 49,253 Income tax provision $ — $ — The Company’s net deferred tax assets is as follows: December 31, 2021 December 31, 2020 Deferred tax assets Start-up Costs $232,924 $ 30,269 Net operating loss carryforward 60,025 18,984 Total deferred tax assets 292,949 49,253 Valuation Allowance (292,949) (49,253) Deferred tax assets, net of allowance $ — $ — As of December 31, 2021 and 2020, the Company had approximately $195,400 and $90,400 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in valuation allowance was $243,698. For the period from July 14, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $49,253. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in FV of Warrant Liabilities (25.9)% (18.0)% Transaction costs allocable to warrant liabilities 0.0% (1.6)% Compensation expense related to warrant liabilities 0.0% (0.3)% Valuation allowance 4.9% (1.1)% Income tax provision 0.0% 0.0% The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $132,261,826 $132,253,093 Liabilities: Warrant Liability – Public Warrants 1 $ 5,170,975 8,927,000 Warrant Liability – Private Placement Warrants 3 $ 3,275,000 5,673,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Private Placement Warrants The fair value of the Private Placement Warrants is reported in the foregoing table as Level 3 fair value. For the period ending December 31, 2021, the Private Placement Warrants were not separately traded on an open market. As such, the Company used Modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half The key inputs into the Modified Black-Scholes model for the Private Placement Warrants at December 31, 2021, December 31, 2020, and September 22, 2020: Input September 22, 2020 December 31, 2020 December 31, 2021 Common Stock Price $ 9.51 $ 10.33 $ 9.86 Expected term (years) 6.00 5.73 5.25 Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation 17.40% 17.34% 12.55% Estimated probability of successful business combination 100.00% 100.00% 100.00% Exercise Price $ 11.50 $ 11.50 $ 11.50 Risk-free rate of interest 0.36% 0.47% 1.28% Public Warrants The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2021, the aggregate value of the Public Warrants was $— million. The following table presents the Level 3 changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 13, 2020 (inception) $ — $ — $ — Initial measurement on September 22, 2020 4,200,000 6,482,000 10,682,000 Transfers out of Level 3 to Level 1 — (6,482,000) (6,482,000) Change in fair value of warrant liabilities 1,473,000 — 1,473,000 Fair value as of December 31, 2020 $ 5,673,000 $ — $ 5,673,000 Change in fair value of warrant liabilities (2,398,000) — (2,398,000) Fair value as of December 31, 2021 $ 3,275,000 $ — $ 3,275,000 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company has determined that its significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity. Offering costs amounted to $339,752, of which $313,144 was charged to temporary equity and $26,608 was expensed as incurred in the statements of operation upon the completion of the Initial Public Offering. In addition, the underwriter was paid $2,417,300 at closing of the Initial Public Offering and a deferred underwriting fee of $4,628,750 was charged against equity and presented on the accompanying consolidated balance sheets. |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the measurement from carrying amount to redemption value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021 and 2020, Class A common stock reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $132,250,000 Less: Proceeds allocated to Public Warrants $ (6,482,000) Issuance costs allocated to Class A Common Stock (7,029,990) Plus: Remeasurement adjustment of carrying value to redemption value $ 13,511,990 Class A common stock subject to possible redemption $132,250,000 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a Modified Black-Scholes Model. The fair value of the public warrants was initially measured using the Modified Black-Scholes model, and then subsequently measured at the public trading price. The key inputs and assumptions used for the Modified Black-Scholes model were the common stock price, expected term in years, expected volatility derived using a Monte Carlo Simulation, exercise price, and risk-free interest rate (see Note 10). |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely -than -not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Common Stock | Net Income (Loss) per Common Stock Basic net income (loss) per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,757,500 shares in the calculation of diluted loss per share, since the exercise price of the warrants was below the average market price for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from July 14, 2020 (Inception) Through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 3,992,093 $ 998,023 $(3,254,481) $(1,308,868) Denominator: Basic and diluted weighted average shares outstanding 13,225,000 3,306,250 7,779,412 3,128,676 Basic and diluted net income (loss) per common stock $ 0.30 $ 0.30 $ (0.42) $ (0.42) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards 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 consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Class A Common Stock Subject to Possible Redemption | At December 31, 2021 and 2020, Class A common stock reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $132,250,000 Less: Proceeds allocated to Public Warrants $ (6,482,000) Issuance costs allocated to Class A Common Stock (7,029,990) Plus: Remeasurement adjustment of carrying value to redemption value $ 13,511,990 Class A common stock subject to possible redemption $132,250,000 |
Basic and Diluted Loss Per Common Share | The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from July 14, 2020 (Inception) Through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 3,992,093 $ 998,023 $(3,254,481) $(1,308,868) Denominator: Basic and diluted weighted average shares outstanding 13,225,000 3,306,250 7,779,412 3,128,676 Basic and diluted net income (loss) per common stock $ 0.30 $ 0.30 $ (0.42) $ (0.42) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX [Abstract] | |
Income Tax Provision During Period | The income tax provision for the year ended December 31, 2021 and for the period from July 14, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2021 December 31, 2020 Federal Current $ — $ — Deferred (243,698) (49,253) State and Local Current — — Deferred — — Change in valuation allowance 243,698 49,253 Income tax provision $ — $ — |
Deferred Tax Assets | The Company’s net deferred tax assets is as follows: December 31, 2021 December 31, 2020 Deferred tax assets Start-up Costs $232,924 $ 30,269 Net operating loss carryforward 60,025 18,984 Total deferred tax assets 292,949 49,253 Valuation Allowance (292,949) (49,253) Deferred tax assets, net of allowance $ — $ — |
Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in FV of Warrant Liabilities (25.9)% (18.0)% Transaction costs allocable to warrant liabilities 0.0% (1.6)% Compensation expense related to warrant liabilities 0.0% (0.3)% Valuation allowance 4.9% (1.1)% Income tax provision 0.0% 0.0% |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $132,261,826 $132,253,093 Liabilities: Warrant Liability – Public Warrants 1 $ 5,170,975 8,927,000 Warrant Liability – Private Placement Warrants 3 $ 3,275,000 5,673,000 |
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants | The key inputs into the Modified Black-Scholes model for the Private Placement Warrants at December 31, 2021, December 31, 2020, and September 22, 2020: Input September 22, 2020 December 31, 2020 December 31, 2021 Common Stock Price $ 9.51 $ 10.33 $ 9.86 Expected term (years) 6.00 5.73 5.25 Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation 17.40% 17.34% 12.55% Estimated probability of successful business combination 100.00% 100.00% 100.00% Exercise Price $ 11.50 $ 11.50 $ 11.50 Risk-free rate of interest 0.36% 0.47% 1.28% |
Level 3 Changes in Fair Value of Warrant Liabilities | The following table presents the Level 3 changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 13, 2020 (inception) $ — $ — $ — Initial measurement on September 22, 2020 4,200,000 6,482,000 10,682,000 Transfers out of Level 3 to Level 1 — (6,482,000) (6,482,000) Change in fair value of warrant liabilities 1,473,000 — 1,473,000 Fair value as of December 31, 2020 $ 5,673,000 $ — $ 5,673,000 Change in fair value of warrant liabilities (2,398,000) — (2,398,000) Fair value as of December 31, 2021 $ 3,275,000 $ — $ 3,275,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Sep. 22, 2020USD ($)Business$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) |
Proceeds from Issuance of Equity [Abstract] | |||
Gross proceeds from initial public offering | $ 129,832,700 | $ 0 | |
Gross proceeds from issuance of private placement warrants | 4,145,000 | 0 | |
Transaction costs | $ 7,385,802 | ||
Underwriting fees | 2,417,300 | ||
Deferred underwriting fees | 4,628,750 | ||
Other costs | 339,752 | ||
Net proceeds deposited in trust account | 132,250,000 | 132,250,000 | $ 0 |
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Minimum [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Number of operating businesses included in initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||
Post Business Combination ownership percentage of the target business | 50.00% | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Maximum [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ / shares | $ 10 | ||
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Initial Public Offering [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Gross proceeds from initial public offering | $ 132,250,000 | $ 132,250,000 | |
Deferred underwriting fees | $ 4,628,750 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units to be issued (in shares) | shares | 13,225,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 132,250,000 | ||
Redemption price (in dollars per share) | $ / shares | $ 10 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units to be issued (in shares) | shares | 1,725,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1 | ||
Warrants issued (in shares) | shares | 4,145,000 | ||
Gross proceeds from issuance of private placement warrants | $ 4,145,000 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Going Concern and Managements' Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Going Concern and Managements' Plan [Abstract] | ||
Cash within operating bank account | $ 303,615 | $ 971,469 |
Working capital | $ 14,502 | |
Maximum [Member] | ||
Going Concern and Managements' Plan [Abstract] | ||
Period to complete business comination | 12 months |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($) | Sep. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Offering Costs Abstract [Abstract] | |||
Offering Costs | $ 339,752 | ||
Offering costs charged to stockholders' equity | 313,144 | ||
Offering costs expensed to operations | 26,608 | $ 355,812 | $ 0 |
Underwriting fees | 2,417,300 | ||
Deferred underwriting fees | $ 4,628,750 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 129,832,700 | $ 0 |
Class A common stock issuance costs | (339,752) | 0 |
Measurement adjustment of carrying value to redemption value | 13,511,990 | 0 |
Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Class A common stock subject to possible redemption | 132,250,000 | 132,250,000 |
Initial Public Offering [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Gross proceeds | 132,250,000 | 132,250,000 |
Measurement adjustment of carrying value to redemption value | 13,511,990 | 13,511,990 |
Class A common stock subject to possible redemption | 132,250,000 | 132,250,000 |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Class A common stock issuance costs | (7,029,990) | (7,029,990) |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Proceeds allocated to public warrants | $ (6,482,000) | $ (6,482,000) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) per Common Stock (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator [Abstract] | ||
Allocation of net income (loss), as adjusted | $ (4,563,349) | $ 4,990,116 |
Class A Common Stock [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss), as adjusted | $ (3,254,481) | $ 3,992,093 |
Denominator [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 7,779,412 | 13,225,000 |
Diluted weighted average shares outstanding (in shares) | 7,779,412 | 13,225,000 |
Basic net income (loss) per common stock (in dollars per share) | $ (0.42) | $ 0.30 |
Diluted net income (loss) per common stock (in dollars per share) | $ (0.42) | $ 0.30 |
Class B Common Stock [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss), as adjusted | $ (1,308,868) | $ 998,023 |
Denominator [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 3,128,676 | 3,306,250 |
Diluted weighted average shares outstanding (in shares) | 3,128,676 | 3,306,250 |
Basic net income (loss) per common stock (in dollars per share) | $ (0.42) | $ 0.30 |
Diluted net income (loss) per common stock (in dollars per share) | $ (0.42) | $ 0.30 |
Warrants [Member] | ||
Net Income (Loss) per Common Stock [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,757,500 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Sep. 22, 2020 | Dec. 31, 2021 |
Public Warrants [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 0.5 | |
Class A Common Stock [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 1 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proposed Public Offering [Abstract] | ||
Units issued (in shares) | 13,225,000 | |
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 0.5 | |
Warrants exercise price (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 1 | |
Number of securities called by each warrant (in shares) | 1 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proposed Public Offering [Abstract] | ||
Units issued (in shares) | 1,725,000 | |
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Sep. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 17, 2020 |
Private Placement Warrants [Abstract] | ||||
Gross proceeds from issuance of private placement warrants | $ 4,145,000 | $ 0 | ||
Fair market value of warrants (in dollars per share) | $ 10 | |||
Other offering expense related to warrant liabilities | $ (55,000) | $ 0 | ||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Private Placement Warrants [Abstract] | ||||
Warrants issued (in shares) | 4,145,000 | |||
Share price (in dollars per share) | $ 1 | |||
Gross proceeds from issuance of private placement warrants | $ 4,145,000 | |||
Fair market value of warrants (in dollars per share) | $ 1.01 | |||
Private Placement [Member] | Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||
Private Placement Warrants [Abstract] | ||||
Number of securities called by each warrant (in shares) | 1 | |||
Warrants exercise price (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Jul. 14, 2020USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Sep. 22, 2020shares | Sep. 17, 2020$ / shares | Jul. 13, 2020shares |
Founder Shares [Abstract] | ||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | $ 0 | ||||
Stock conversion basis at time of business combination | 1 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of trading days | 30 days | |||||
Trading day threshold period | 20 days | |||||
Class A Common Stock [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 18 | |||||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Stock conversion basis at time of business combination | 1 | |||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||||
Number of trading days | 20 days | |||||
Trading day threshold period | 30 days | |||||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||
Threshold period after initial Business Combination | 150 days | |||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | shares | 3,306,250 | |||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||
Ownership interest, as converted percentage | 20.00% | |||||
Number of shares no longer subject to forfeiture (in shares) | shares | 431,250 | |||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares subject to forfeiture (in shares) | shares | 431,250 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details) - USD ($) | Sep. 22, 2020 | Jul. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||||
Repayment of debt to related party | $ 75,000 | $ 0 | ||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Repayment of debt to related party | $ 75,000 | |||
Balance outstanding | 0 | |||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 300,000 | |||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 10,000 | |||
Sponsor [Member] | Administrative Support Agreement [Member] | Accrued Expenses [Member] | ||||
Related Party Transactions [Abstract] | ||||
Fees payable | $ 30,000 | 120,000 | ||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 1,500,000 | |||
Unit price (in dollars per share) | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 09, 2021USD ($)$ / shares | Aug. 26, 2021USD ($) | Sep. 22, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Jul. 28, 2021USD ($) | Sep. 17, 2020USD ($)Individual$ / sharesshares |
Sale of Units to Related Party [Abstract] | |||||||
Gross proceeds from initial public offering | $ 129,832,700 | $ 0 | |||||
Underwriting Agreement [Abstract] | |||||||
Deferred underwriting fees | $ 4,628,750 | ||||||
Pipe Engagement Agreement [Abstract] | |||||||
Percentage of placement agents fee | 4.00% | ||||||
Expected placement agents fee payable | $ 2,000,000 | ||||||
Merger Agreement [Abstract] | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Conditions to Closing [Abstract] | |||||||
Net tangible assets | $ 5,000,001 | ||||||
Minimum cash required by Acquiror | $ 150,000,000 | ||||||
Minimum cash required by Acquiror to waive condition | 125,000,001 | ||||||
Subscriptions Agreement [Abstract] | |||||||
Shares subscribed for investor (in shares) | shares | 5,000,000 | ||||||
Share purchase price (in dollars per share) | $ / shares | $ 10 | ||||||
Investors agreed purchase value in aggregate principal amount | $ 50,000,000 | ||||||
Number of warrants transferable to each subscriber upon purchase common stock (in shares) | shares | 0.5 | ||||||
Minimum [Member] | |||||||
Conditions to Closing [Abstract] | |||||||
Net tangible assets | $ 5,000,001 | ||||||
Subscriptions Agreement [Abstract] | |||||||
Common stock outstanding prior to business combination (in shares) | shares | 5,000,000 | ||||||
Maximum [Member] | |||||||
Registration and Stockholder Rights [Abstract] | |||||||
Number of demands eligible security holder can make | Individual | 3 | ||||||
Merger Agreement [Abstract] | |||||||
Cash consideration | $ 120,000,000 | ||||||
Class A Common Stock [Member] | |||||||
Merger Agreement [Abstract] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Subscriptions Agreement [Abstract] | |||||||
Common stock outstanding prior to business combination (in shares) | shares | 0 | 0 | |||||
Class A Common Stock [Member] | Minimum [Member] | |||||||
Subscriptions Agreement [Abstract] | |||||||
Share purchase price (in dollars per share) | $ / shares | $ 18 | ||||||
Corcentric, Inc. [Member] | |||||||
Merger Agreement [Abstract] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
Estimated value to be receive upon cancellation of vested stock option | $ 10 | ||||||
Corcentric, Inc. [Member] | Series A Preferred Stock [Member] | |||||||
Merger Agreement [Abstract] | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
Initial Public Offering [Member] | |||||||
Sale of Units to Related Party [Abstract] | |||||||
Gross proceeds from initial public offering | $ 132,250,000 | $ 132,250,000 | |||||
Underwriting Agreement [Abstract] | |||||||
Deferred underwriting discount | 3.50% | ||||||
Deferred underwriting fees | $ 4,628,750 | ||||||
Sponsor [Member] | Initial Public Offering [Member] | |||||||
Sale of Units to Related Party [Abstract] | |||||||
Units issued (in shares) | shares | 1,138,500 | ||||||
Unit price (in dollars per share) | $ / shares | $ 10 | ||||||
Gross proceeds from initial public offering | $ 11,358,000 | ||||||
Cowen [Member] | |||||||
Capital Markets Agreement [Abstract] | |||||||
Advisory services fee | $ 1,500,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 09, 2021 | Dec. 31, 2020 | |
Stockholders' Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Minimum percentage of common stock voting required to amend | 90.00% | ||
Stock conversion basis at time of business combination | 1 | ||
Stock conversion percentage threshold | 20.00% | ||
Class A Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 13,225,000 | 13,225,000 | |
Common stock, shares outstanding (in shares) | 13,225,000 | 13,225,000 | |
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Class B Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Voting right per share | one vote | ||
Common stock, shares issued (in shares) | 3,306,250 | 3,306,250 | |
Common stock, shares outstanding (in shares) | 3,306,250 | 3,306,250 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Sep. 17, 2020 | |
Warrants [Abstract] | ||
Period to exercise warrants after public offerings | 12 months | |
Expiration period of warrants | 5 years | |
Number of days to file registration statement | 15 days | |
Period for registration statement to become effective | 60 days | |
Notice period to redeem warrants | 30 days | |
Share price (in dollars per share) | $ 10 | |
Tender offer provisions | 50.00% | |
Minimum [Member] | ||
Warrants [Abstract] | ||
Period warrants to become excisable after business combination | 30 days | |
Class A Common Stock [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.01 | |
Number of trading days | 30 days | |
Trading day threshold period | 20 days | |
Class A Common Stock [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 | |
Percentage of newly issued price to be adjusted to exercise price of warrants | 115.00% | |
Period for warrants to become exercisable | 30 days |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal [Abstract] | ||
Current | $ 0 | $ 0 |
Deferred | (49,253) | (243,698) |
State and Local [Abstract] | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 49,253 | 243,698 |
Income tax provision | 0 | 0 |
Deferred Tax Assets [Abstract] | ||
Start-up Costs | 30,269 | 232,924 |
Net operating loss carryforward | 18,984 | 60,025 |
Total deferred tax assets | 49,253 | 292,949 |
Valuation Allowance | (49,253) | (292,949) |
Deferred tax assets, net of allowance | 0 | 0 |
Federal net operating loss carryovers | $ 90,400 | $ 195,400 |
Reconciliation of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in FV of Warrant Liabilities | (18.00%) | (25.90%) |
Transaction costs allocable to warrant liabilities | (1.60%) | 0.00% |
Compensation expense related to warrant liabilities | (0.30%) | 0.00% |
Valuation allowance | (1.10%) | 4.90% |
Income tax provision | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | $ 132,261,826 | $ 132,253,093 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 5,170,975 | 8,927,000 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 3,275,000 | $ 5,673,000 |
FAIR VALUE MEASUREMENTS, Key In
FAIR VALUE MEASUREMENTS, Key Inputs into Modified Black-Scholes Model (Details) | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Sep. 22, 2020$ / shares |
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 5 years | ||
Public Warrants [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Number of securities to be called by each unit (in shares) | shares | 0.5 | ||
Class A Common Stock [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Number of securities to be called by each unit (in shares) | shares | 1 | ||
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Common Stock Price [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | $ / shares | 9.86 | 10.33 | 9.51 |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Expected Term [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 5 years 3 months | 5 years 8 months 23 days | 6 years |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Exercise Price [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | $ / shares | 11.50 | 11.50 | 11.50 |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Risk Free Rate of Interest [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 0.0128 | 0.0047 | 0.0036 |
Warrants [Member] | Private Placement Warrants [Member] | Expected Volatility [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 0.1255 | 0.1734 | 0.1740 |
Warrants [Member] | Private Placement Warrants [Member] | Estimated Probability of Successful Business Combination [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 1 | 1 | 1 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrant Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Transfers out of Level 3 into Level 1 | $ 0 | |
Transfers into level 3 | 0 | |
Warrant Liabilities [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | $ 0 | 5,673,000 |
Initial measurement on September 22, 2020 | 10,682,000 | |
Transfers out of Level 3 into Level 1 | (6,482,000) | |
Change in fair value of warrant liabilities | 1,473,000 | (2,398,000) |
Fair value, end of period | 5,673,000 | 3,275,000 |
Private Placement Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | 0 | 5,673,000 |
Initial measurement on September 22, 2020 | 4,200,000 | |
Transfers out of Level 3 into Level 1 | 0 | |
Change in fair value of warrant liabilities | 1,473,000 | (2,398,000) |
Fair value, end of period | 5,673,000 | 3,275,000 |
Public Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | 0 | 0 |
Initial measurement on September 22, 2020 | 6,482,000 | |
Transfers out of Level 3 into Level 1 | (6,482,000) | |
Change in fair value of warrant liabilities | 0 | 0 |
Fair value, end of period | $ 0 | $ 0 |