Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Twelve Seas Investment Co. II | |
Trading Symbol | TWLV | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001819498 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39735 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2141273 | |
Entity Address, Address Line One | 228 Park Avenue S. | |
Entity Address, Address Line Two | Suite 89898 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 1502 | |
City Area Code | (323) | |
Local Phone Number | 667-3211 | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 35,665,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 457,237 | $ 751,090 |
Prepaid expenses | 100,506 | 36,590 |
Total current assets | 557,743 | 787,680 |
Marketable Securities held in Trust Account | 345,046,109 | 345,017,951 |
Total Assets | 345,603,852 | 345,805,631 |
Current liabilities: | ||
Accounts payable and accrued expenses | 413,681 | 326,527 |
Promissory note – related party | 36,921 | 37,500 |
Total current liabilities | 450,602 | 364,027 |
Warrant liabilities | 3,086,873 | 5,903,562 |
Total liabilities | 3,537,475 | 6,267,589 |
Commitments and Contingencies (See Note 8) | ||
Common Stock subject to possible redemption, 34,500,000 shares at redemption value of $10.00 as of March 31, 2022 and December 31, 2021 | 345,000,000 | 345,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,165,000 non-redeemable shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021 | 116 | 116 |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 863 | 863 |
Additional paid-in capital | ||
Accumulated deficit | (2,934,602) | (5,462,937) |
Total stockholders’ deficit | (2,933,623) | (5,461,958) |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Deficit | $ 345,603,852 | $ 345,805,631 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common Stock subject to possible redemption | 34,500,000 | 34,500,000 |
Common Stock subject to possible redemption per value (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Non-redeemable, shares issued | 1,165,000 | 1,165,000 |
Non-redeemable, shares outstanding | 1,165,000 | 1,165,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Non-redeemable, shares issued | 8,625,000 | 8,625,000 |
Non-redeemable, shares outstanding | 8,625,000 | 8,625,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 316,512 | $ 82,958 |
Loss from Operations | (316,512) | (82,958) |
Other income (expense): | ||
Interest earned on cash and marketable securities held in Trust Account | 28,158 | 864 |
Offering costs allocated to warrants | (260,113) | |
Change in fair value of warrant liabilities | 2,816,689 | 253,616 |
Total other income (expense), net | 2,844,847 | (5,633) |
Net income (loss) | $ 2,528,335 | $ (88,591) |
Weighted average shares outstanding of Class A common stock (in Shares) | 35,665,000 | 11,480,333 |
Basic and diluted net income (loss) per share, Class A common stock (in Dollars per share) | $ 0.06 | $ 0 |
Weighted average shares outstanding of Class B common stock (in Shares) | 8,625,000 | 7,775,000 |
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share) | $ 0.06 | $ 0 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ (Deficit) Equity - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 863 | $ 24,137 | $ (951) | $ 24,049 | |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | ||||
Sale of 800,000 Private Class A shares on March 2, 2021 and 90,000 Class A shares on March 10, 2021 through public offering and over-allotment, net of fair value of warrant liability and offering costs | $ 89 | 8,660,613 | 8,660,702 | ||
Sale of 800,000 Private Class A shares on March 2, 2021 and 90,000 Class A shares on March 10, 2021 through public offering and over-allotment, net of fair value of warrant liability and offering costs (in Shares) | 890,000 | ||||
Issuance of representative shares | $ 27 | 2,749,973 | 2,750,000 | ||
Issuance of representative shares (in Shares) | 275,000 | ||||
Accretion of Class A common stock subject to redemption | (11,434,723) | (7,300,158) | (18,734,881) | ||
Net income (loss) | (88,591) | (88,591) | |||
Balance at Mar. 31, 2021 | $ 116 | $ 863 | (7,389,700) | (7,388,721) | |
Balance (in Shares) at Mar. 31, 2021 | 1,165,000 | 8,625,000 | |||
Balance at Dec. 31, 2021 | $ 116 | $ 863 | (5,462,937) | (5,461,958) | |
Balance (in Shares) at Dec. 31, 2021 | 1,165,000 | 8,625,000 | |||
Net income (loss) | 2,528,335 | 2,528,335 | |||
Balance at Mar. 31, 2022 | $ 116 | $ 863 | $ (2,934,602) | $ (2,933,623) | |
Balance (in Shares) at Mar. 31, 2022 | 1,165,000 | 8,625,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Parentheticals) | 3 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private class A shares | 800,000 |
Sale of private class A shares public offering | 90,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,528,335 | $ (88,591) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (28,158) | (864) |
Offering costs allocated to warrants | 260,113 | |
Change in fair value of warrant liabilities | (2,816,689) | (253,616) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (63,916) | (195,887) |
Accounts payable and accrued expenses | 87,154 | 61,250 |
Net cash used in operating activities | (293,274) | (217,595) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (345,000,000) | |
Net cash used in investing activities | (345,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriters’ discount | 338,100,000 | |
Proceeds from issuance of Private Placement | 8,900,000 | |
Repayment of promissory note – related party | (579) | (163,561) |
Payment of offering costs | (323,509) | |
Net cash (used in) provided by financing activities | (579) | 346,512,930 |
Net change in cash | (293,853) | 1,295,335 |
Cash, beginning of period | 751,090 | 74,810 |
Cash, end of the period | $ 457,237 | $ 1,370,145 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Twelve Seas Investment Company II (the “Company”) is a blank check company incorporated in Delaware on July 21, 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 (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from July 21, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company’s sponsor is Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. The underwriters had a 45-day option from the date of the IPO (March 2, 2021) to purchase up to an additional 4,500,000 units to cover over-allotments. On March 8, 2021, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 4,500,000 Units (the “Over-Allotment Units”) occurred on March 10, 2021, generating gross proceeds of $45,000,000. Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 800,000 Units (the “Private Placement Units”) to Twelve Seas Sponsor II LLC (the “Sponsor”) and Mizuho Securities USA LLC, the representative of the underwriters (“Representatives” or “Mizuho”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $8,000,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 90,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $900,000 of gross proceeds. On March 2, 2021, the Company also issued the underwriter (and/or its designees) (the “Representative”) 275,000 shares of Class A common stock (the “Representative Shares”) upon the consummation of the IPO. The Company accounts for the Representative Shares as an expense of the IPO resulting in a charge directly to stockholders’ equity (deficit), at an estimated fair value of $2,750,000. Transaction costs amounted to $10,178,359 consisting of $6,900,000 of underwriting commissions, fair value of the representative shares of $2,750,000 and $528,359 of other cash offering costs. As of March 31, 2022, $457,237 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the IPO and the over-allotment option, which was fully exercised, on March 2, 2021 and March 10, 2021, respectively, $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will have 24 months from the closing of the IPO, or until March 2, 2023, to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its founder shares and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The Sponsor, officers and directors and Representatives have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private shares, and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Liquidity and Capital Resources As of March 31, 2022, the Company had $457,237 in its operating bank account, and working capital of $357,141, excluding franchise taxes payable. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of March 31, 2022, none of the amount in the Trust Account was available to be withdrawn as described above. Through March 31, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, issuance of $300,000 unsecured promissory note to the Sponsor, and the remaining net proceeds from the IPO and the sale of Private Placement Shares. Going Concern The Company anticipates that the $457,237 outside of the Trust Account as of March 31, 2022, might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the condensed financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 2, 2023 to consummate a Business Combination. However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. Management plans to complete a business combination prior to the mandatory liquidation date. Management has determined that the uncertainty of availability of new financing to meet its liquidity needs and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 2, 2023. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and warrant liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. 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 had no cash equivalents as of March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account The funds in the Trust Accounts are invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company. As of March 31, 2022 and December 31, 2021 the assets held in the Trust Account were held in a money market mutual fund. Financial Instruments The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets as of March 31, 2022 and December 31, 2021, except for warrant liabilities (Note 7). The fair values of cash, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. 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 Corporation Coverage of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” 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 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 6 and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock, including the cost of the Class A warrants, were charged to Class A common stock subject to possible redemption upon the completion of the IPO. 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 ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Additionally, the Company has issued Class A Representative Shares (see Note 8). The Representative has waived their redemption rights, and as such these shares remain in permanent equity (deficit). The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,816,636 ) Issuance costs related to Class A common stock (9,918,245 ) Plus: Accretion of carrying value to redemption value 18,734,881 Class A common stock subject to possible redemption $ 345,000,000 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 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state 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 and state tax laws. 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 Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,796,667 Class A common stock in the aggregate. As of March 31, 2022 and 2021, 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 income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For The Three Months Ended 2022 For The Three Months Ended 2021 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 $ 2,035,969 $ 492,366 $ (52,819 ) $ (35,772 ) Denominator: Basic and diluted weighted average shares outstanding 35,665,000 8,625,000 11,480,333 7,775,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ (0.00 ) $ (0.00 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is reviewing the impact adoption would have, if any, on its financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On March 2, 2021, the Company consummated the IPO of 30,000,000 units (the “Units”), at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-third warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial business combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation (see Note 6). The underwriters had a 45-day option from the date of the IPO (March 2, 2021) to purchase up to an additional 4,500,000 units to cover over-allotments. On March 8, 2021, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 4,500,000 Units occurred on March 10, 2021, generating proceeds of $45,000,000. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and the Representatives purchased an aggregate of 800,000 Private Units at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $8,000,000. The Private Units (and the underlying securities) are identical to the Units sold as part of the Units in the IPO. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 90,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $900,000 of gross proceeds. The Company’s Sponsor, officers, directors, and Representative agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and Public Shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to the founder shares, private shares, and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial business combination within 24 months from the closing of this offering. In addition, the Company’s Sponsor, officers, directors, and Representative have agreed to vote any founder shares, private shares, and Public Shares held by them and any Public Shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In August 2020, the Company issued 5,750,000 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.004 per share, in connection with formation. On January 26, 2021, the Company effected a stock dividend of 0.25 shares for each Class B common stock outstanding, resulting in there being an aggregate of 7,187,500 Founder Shares outstanding. On February 25, 2021, the Company effected a stock dividend of 0.2 for each share of Class B common stock outstanding, resulting in the initial stockholders holding an aggregate of 8,625,000 Founder Shares. This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 8, 2021, the underwriter exercised its over-allotment option in full, hence, the 1,125,000 Founder Shares are no longer subject to forfeiture since then. The Sponsor agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On July 21, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of March 31, 2021 or the closing of the IPO. The loan was not repaid upon the closing of the IPO and is due on demand. As of March 2, 2021, the Company had incurred an aggregate of $201,061 of offering expenses from the IPO under the promissory note. The Company owes $36,921 and $37,500 as of March 31, 2022 and December 31, 2021, respectively. There are no remaining borrowings available to the Company and the balance is due on demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. At March 31, 2022 and December 31, 2021, no Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed, commencing on the Effective Date of the IPO, March 2, 2021, to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the Company incurred and paid $30,000 which is included in formation cost on the condensed statement of operations. For the three months ended March 31, 2021, the Company incurred and paid $10,000 which is included in formation cost on the condensed statement of operations. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liability [Abstract] | |
Warrant Liabilities | Note 6 — Warrant Liabilities The Company has outstanding warrants to purchase an aggregate of 11,796,667 shares of the Company’s common stock issued in connection with the IPO and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). Each whole warrant entitles the registered holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. 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 and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. 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 residence 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 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, 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 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 the 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, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior 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 the redemption right even if it is unable to register or qualify the underlying securities or sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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; and ● if the last reported sale price of the Class A common stock 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 is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the shares of common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the shares of common stock consists exclusively of cash, the amount of such cash per share of common stock, and (ii) in all other cases, the volume weighted average price of the shares of common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $9,055,934 of warrant liability upon issuance as of March 2, 2021 as adjusted for the closing of the Underwriters’ fully exercised over-allotment option. For the three months ended March 31, 2022, the Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $2,816,689 on the condensed statement of operations, resulting in warrant liabilities of $3,086,873 as of March 31, 2022 on the condensed balance sheets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2022 Quoted Significant Significant Assets: Marketable Securities held in Trust Account $ 345,046,109 $ 345,046,109 $ — $ — $ 345,046,109 $ 345,046,109 $ — $ — Liabilities: Warrant liability - Public Warrants $ 3,007,250 $ 3,007,250 $ — $ — Warrant liability – Private Warrants 79,623 — — 79,623 $ 3,086,873 $ 3,007,250 $ — $ 79,623 December 31, Quoted Significant Significant Assets: Marketable Securities held in Trust Account $ 345,017,951 $ 345,017,951 $ — $ — $ 345,017,951 $ 345,017,951 $ — $ — Liabilities: Warrant liability – Public Warrants $ 5,750,000 $ 5,750,000 $ — $ — Warrant liability – Private Warrants 153,562 — — 153,562 $ 5,903,562 $ 5,750,000 $ — $ 153,562 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The subsequent measurement of the public warrants for the year ended December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. For the three months ended March 31, 2022, there were no transfers between levels. The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three months ended March 31, 2022: Warrant liabilities as of December 31, 2021 $ 153,562 Change in fair value of warrant liabilities (73,939 ) Warrant liabilities as of March 31, 2022 $ 79,623 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three months ended March 31, 2021: Warrant liability at March 2, 2021, as adjusted for over-allotment $ 9,055,934 Change in fair value of warrant liabilities (253,616 ) Warrant liabilities as of March 31, 2021 $ 8,802,318 The estimated fair value of the warrant liability at March 2, 2021, was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Based on management’s observation, there is an 85% likelihood of completing a Business Combination following historical trends of SPACs. The subsequent measurement of private warrants is determined using Level 3 inputs. The following table provides quantitative information regarding Level 3 fair value measurements of the Company’s private warrant liabilities as of March 31, 2022 and December 31, 2021. March 30, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.77 $ 9.70 Volatility 4.8 % 10.6 % Expected life of the options to convert 5.48 5.62 Risk-free rate 2.42 % 1.32 % Dividend yield — % — % Likelihood of completing a business combination 85 % 85 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on February 25, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option from March 2, 2021 to purchase up to an additional 4,500,000 units to cover over-allotments. On March 2, 2021, the Company paid an underwriting discount of $6,000,000. On March 10, 2021, the underwriters purchased an additional 4,500,000 units to exercise its over-allotment option in full. The Company paid an additional underwriting discount of $900,000 related to the exercise of the over-allotment option. Business Combination Marketing Agreement The Company has engaged Mizuho as an advisor in connection with its business combination to assist the Company in holding meetings with its stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with its initial business combination, assist the Company in obtaining stockholder approval for the business combination and assist the Company with its press releases and public filings in connection with the business combination. The Company will pay Mizuho a cash fee for such services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of this offering. Representative Shares On March 2, 2021, the Company issued the underwriter (and/or its designees) (the “Representative”) 275,000 shares of Class A common stock (the “Representative Shares”) upon the consummation of the IPO. The Company accounts for the Representative Shares as an expense of the IPO resulting in a charge directly to stockholders’ equity (deficit), at an estimated fair value of $2,750,000. In addition, the underwriter (and/or its designees) agree (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial business combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial business combination within the Combination Period. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | Note 9 — Stockholders’ Deficit Preferred Stock no Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. 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 this prospectus and related to the closing of the initial 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 this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2022. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and warrant liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. 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 had no cash equivalents as of March 31, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The funds in the Trust Accounts are invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company. As of March 31, 2022 and December 31, 2021 the assets held in the Trust Account were held in a money market mutual fund. |
Financial Instruments | Financial Instruments The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets as of March 31, 2022 and December 31, 2021, except for warrant liabilities (Note 7). The fair values of cash, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. |
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 Corporation Coverage of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” 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 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 6 and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock, including the cost of the Class A warrants, were charged to Class A common stock subject to possible redemption upon the completion of the IPO. |
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 ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Additionally, the Company has issued Class A Representative Shares (see Note 8). The Representative has waived their redemption rights, and as such these shares remain in permanent equity (deficit). The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,816,636 ) Issuance costs related to Class A common stock (9,918,245 ) Plus: Accretion of carrying value to redemption value 18,734,881 Class A common stock subject to possible redemption $ 345,000,000 |
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 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state 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 and state tax laws. 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 Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,796,667 Class A common stock in the aggregate. As of March 31, 2022 and 2021, 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 income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For The Three Months Ended 2022 For The Three Months Ended 2021 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 $ 2,035,969 $ 492,366 $ (52,819 ) $ (35,772 ) Denominator: Basic and diluted weighted average shares outstanding 35,665,000 8,625,000 11,480,333 7,775,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ (0.00 ) $ (0.00 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is reviewing the impact adoption would have, if any, on its financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of class A common stock reflected in the balance sheets | Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,816,636 ) Issuance costs related to Class A common stock (9,918,245 ) Plus: Accretion of carrying value to redemption value 18,734,881 Class A common stock subject to possible redemption $ 345,000,000 |
Schedule of basic and diluted net income (loss) per common stock | For The Three Months Ended 2022 For The Three Months Ended 2021 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 $ 2,035,969 $ 492,366 $ (52,819 ) $ (35,772 ) Denominator: Basic and diluted weighted average shares outstanding 35,665,000 8,625,000 11,480,333 7,775,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ (0.00 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value hierarchy of valuation techniques | March 31, 2022 Quoted Significant Significant Assets: Marketable Securities held in Trust Account $ 345,046,109 $ 345,046,109 $ — $ — $ 345,046,109 $ 345,046,109 $ — $ — Liabilities: Warrant liability - Public Warrants $ 3,007,250 $ 3,007,250 $ — $ — Warrant liability – Private Warrants 79,623 — — 79,623 $ 3,086,873 $ 3,007,250 $ — $ 79,623 December 31, Quoted Significant Significant Assets: Marketable Securities held in Trust Account $ 345,017,951 $ 345,017,951 $ — $ — $ 345,017,951 $ 345,017,951 $ — $ — Liabilities: Warrant liability – Public Warrants $ 5,750,000 $ 5,750,000 $ — $ — Warrant liability – Private Warrants 153,562 — — 153,562 $ 5,903,562 $ 5,750,000 $ — $ 153,562 |
Schedule of change in fair value of the Level 3 warrant liabilities | Warrant liabilities as of December 31, 2021 $ 153,562 Change in fair value of warrant liabilities (73,939 ) Warrant liabilities as of March 31, 2022 $ 79,623 Warrant liability at March 2, 2021, as adjusted for over-allotment $ 9,055,934 Change in fair value of warrant liabilities (253,616 ) Warrant liabilities as of March 31, 2021 $ 8,802,318 |
Schedule of private warrant liabilities | March 30, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.77 $ 9.70 Volatility 4.8 % 10.6 % Expected life of the options to convert 5.48 5.62 Risk-free rate 2.42 % 1.32 % Dividend yield — % — % Likelihood of completing a business combination 85 % 85 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 02, 2021 | Mar. 31, 2022 |
Organization and Business Operations (Details) [Line Items] | ||||
Gross proceeds | $ 8,000,000 | |||
Transaction Costs | 10,178,359 | |||
Underwriting commissions | $ 6,900,000 | |||
Fair value of the representative shares (in Shares) | 2,750,000 | |||
Other cash offering costs | $ 528,359 | |||
Cash held outside of the trust account | $ 457,237 | |||
Business operations description | on March 2, 2021 and March 10, 2021, respectively, $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | |||
Price per share (in Dollars per share) | $ 10 | |||
Redemption of public shares percentage | 100.00% | |||
Net tangible assets | $ 5,000,001 | |||
Public per share (in Dollars per share) | $ 10 | |||
Operating bank account | $ 457,237 | |||
Working capital | 357,141 | |||
Trust account | $ 457,237 | |||
Outstanding public shares | 100.00% | |||
IPO [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Issuance of shares (in Shares) | 30,000,000 | |||
Purchase price per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 300,000,000 | |||
Estimated fair value | 2,750,000 | |||
Net proceeds | $ 345,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Issuance of shares (in Shares) | 4,500,000 | 4,500,000 | ||
Gross proceeds | $ 45,000,000 | |||
Purchase of additional units (in Shares) | 4,500,000 | 4,500,000 | ||
Additional shares (in Shares) | 90,000 | |||
Private Placement [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Purchase price per share (in Dollars per share) | $ 10 | |||
Sale of private placement warrants (in Shares) | 800,000 | |||
Gross proceeds | $ 900,000 | |||
Sponsor price (in Dollars per share) | $ 10 | |||
Class A Common Stock [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Purchase price per share (in Dollars per share) | $ 11.5 | |||
Issuance of shares (in Shares) | 275,000 | |||
IPO [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Net proceeds | $ 25,000 | |||
Sponsor [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Unsecured promissory | $ 300,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||
Maturity days | 185 days | |
Federal depository insurance | $ 250,000 | $ 250,000 |
Class A Common Stock [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to possible redemption | 34,500,000 | |
Warrants exercisable | 11,796,667 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the balance sheets | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of class A common stock reflected in the balance sheets [Abstract] | |
Gross Proceeds | $ 345,000,000 |
Less: | |
Proceeds allocated to public warrants | (8,816,636) |
Issuance costs related to Class A common stock | (9,918,245) |
Plus: | |
Accretion of carrying value to redemption value | 18,734,881 |
Class A common stock subject to possible redemption | $ 345,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 2,035,969 | $ (52,819) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 35,665,000 | 11,480,333 |
Basic and diluted net income (loss) per common stock | $ 0.06 | $ 0 |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 492,366 | $ (35,772) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 8,625,000 | 7,775,000 |
Basic and diluted net income (loss) per common stock | $ 0.06 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 02, 2021 | Mar. 31, 2022 |
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of additional stock issued | 30,000,000 | |||
Purchase price (in Dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of additional stock issued | 4,500,000 | 4,500,000 | ||
Generating proceeds (in Dollars) | $ 45,000,000 | |||
Class A Common Stock [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Public shares | 100.00% |
IPO [Member] | |
Private Placement (Details) [Line Items] | |
Purchased an aggregate shares | shares | 800,000 |
Purchase price per unit | $ / shares | $ 10 |
Gross proceeds | $ | $ 8,000,000 |
Over-Allotment Option [Member] | |
Private Placement (Details) [Line Items] | |
Purchased an aggregate shares | shares | 90,000 |
Purchase price per unit | $ / shares | $ 10 |
Gross proceeds | $ | $ 900,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 02, 2021 | Feb. 25, 2021 | Jan. 26, 2021 | Aug. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 08, 2021 | Jul. 21, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Stock dividend | 0.2 | 0.25 | |||||||
Founder shares | 8,625,000 | 7,187,500 | |||||||
Share no longer subject to forfeiture | 1,125,000 | ||||||||
Initial business combination | 1 year | ||||||||
Aggregate principal amount | $ 300,000 | ||||||||
Owed value | $36,921 | $37,500 | |||||||
Working capital loans | $ 1,500,000 | ||||||||
Price per warrant | $ 1 | ||||||||
Fee an aggregate of office space | $ 10,000 | ||||||||
Incurred paid amount | $ 30,000 | $ 10,000 | |||||||
IPO [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Offering expenses | $ 201,061 | ||||||||
Class B Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares issued | 5,750,000 | ||||||||
Aggregate purchase price | $ 25,000 | ||||||||
Price per share | $ 0.004 | ||||||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Common stock subject to forfeiture | 1,125,000 | ||||||||
Class A Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares issued | 34,500,000 | ||||||||
Price per share | $ 12 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 02, 2021 | |
Warrant Liabilities (Details) [Line Items] | ||
Purchase of outstanding warrants | 11,796,667 | |
Warrants expire term | 5 years | |
Warrant liabilities | $ 2,816,689 | |
Amount of warrants | $ 3,086,873 | |
Warrant [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Redemption of warrants per share | $ 10 | |
Redeem outstanding warrants, description | ●in whole and not in part; ●at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ●upon a minimum of 30 days’ prior written notice of redemption; ●if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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; and ●if the last reported sale price of the Class A common stock 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 is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Over-Allotment Option [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrant liability | $ 9,055,934 | |
Class A Common Stock [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Share price | $ 11.5 | |
Redemption of warrants per share | $ 18 | |
Redeem outstanding warrants, description | ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior the date on which the Company sends the notice of redemption to the warrant holders. | |
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | |
Business Combination [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Business combination percentage | 70.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Historical rate | 85.00% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation techniques - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Assets: | ||
Marketable Securities held in Trust Account | $ 345,046,109 | $ 345,017,951 |
Total assets | 345,046,109 | 345,017,951 |
Liabilities: | ||
Warrant liability - Public Warrants | 3,007,250 | 5,750,000 |
Warrant liability – Private Warrants | 79,623 | 153,562 |
Total liabilities | 3,086,873 | 5,903,562 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Marketable Securities held in Trust Account | 345,046,109 | 345,017,951 |
Total assets | 345,046,109 | 345,017,951 |
Liabilities: | ||
Warrant liability - Public Warrants | 3,007,250 | 5,750,000 |
Warrant liability – Private Warrants | ||
Total liabilities | 3,007,250 | 5,750,000 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Marketable Securities held in Trust Account | ||
Total assets | ||
Liabilities: | ||
Warrant liability - Public Warrants | ||
Warrant liability – Private Warrants | ||
Total liabilities | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Marketable Securities held in Trust Account | ||
Total assets | ||
Liabilities: | ||
Warrant liability - Public Warrants | ||
Warrant liability – Private Warrants | 79,623 | 153,562 |
Total liabilities | $ 79,623 | $ 153,562 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in fair value of the Level 3 warrant liabilities - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of change in fair value of the Level 3 warrant liabilities [Abstract] | ||
Warrant liabilities beginning balance | $ 153,562 | |
Warrant liability at March 2, 2021, as adjusted for over-allotment | 9,055,934 | |
Change in fair value of warrant liabilities | $ (73,939) | (253,616) |
Warrant liabilities ending balance | $ 79,623 | $ 8,802,318 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of private warrant liabilities - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of private warrant liabilities [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Stock price (in Dollars per share) | $ 9.7 | $ 9.77 |
Volatility | 10.60% | 4.80% |
Expected life of the options to convert | 5 years 7 months 13 days | 5 years 5 months 23 days |
Risk-free rate | 1.32% | 2.42% |
Dividend yield | ||
Likelihood of completing a business combination | 85.00% | 85.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 02, 2021 | Mar. 10, 2021 | Mar. 31, 2022 |
Commitments and Contingencies (Details) [Line Items] | |||
Cover over-allotments additional units | 4,500,000 | ||
Underwriting discount amount | $ 6,000,000 | ||
Underwriters agreement, description | the underwriters purchased an additional 4,500,000 units to exercise its over-allotment option in full. The Company paid an additional underwriting discount of $900,000 related to the exercise of the over-allotment option. | ||
Estimated fair value of representative shares | $ 2,750,000 | ||
Business Combination [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Initial business combination, description | The Company will pay Mizuho a cash fee for such services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of this offering. | ||
Class A Common Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Representative shares | 275,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | Mar. 08, 2021 | Feb. 25, 2021 | Jan. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2020 |
Stockholders’ Deficit (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Class A Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 1,165,000 | 1,165,000 | ||||
Common stock, shares issued | 1,165,000 | 1,165,000 | ||||
Common stock subject to possible redemption | 34,500,000 | |||||
Common stock exceeds per share (in Dollars per share) | $ 12 | |||||
Class B Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | ||||
Common stock, shares issued | 8,625,000 | 8,625,000 | 5,750,000 | |||
Initial stockholders (in Dollars) | $ 25,000 | |||||
Initial stockholders per share (in Dollars per share) | $ 0.004 | |||||
Stock dividend (in Dollars per share) | $ 0.25 | |||||
Converted basis percentage | 20.00% | |||||
Founder [Member] | Class B Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock, shares outstanding | 7,187,500 | |||||
Stock dividend (in Dollars per share) | $ 0.2 | |||||
Aggregate share | 8,625,000 | |||||
Founder [Member] | Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Forfeiture shares | 1,125,000 | 1,125,000 |