Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Registrant Name | SCP & CO Healthcare Acquisition Company | |
Entity Central Index Key | 0001820160 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | SHAC | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39921 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2252723 | |
Entity Address, Address Line One | 2909 W Bay to Bay Blvd. | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33629 | |
City Area Code | 813 | |
Local Phone Number | 318-9600 | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant | |
Trading Symbol | SHACU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants included as part of the units | |
Trading Symbol | SHACW | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 881,714 | $ 1,246,209 |
Prepaid Expenses | 558,158 | 661,832 |
Total Current Assets | 1,439,872 | 1,908,041 |
Marketable securities and Cash held in Trust Account | 230,179,441 | 230,106,285 |
Total Assets | 231,619,313 | 232,014,326 |
Current liabilities | ||
Accrued expenses | 263,138 | 425,345 |
Total Current Liabilities | 263,138 | 425,345 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Warrant liability | 3,924,390 | 10,792,960 |
Total Liabilities | 12,237,528 | 19,268,305 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 23,000,000 and 0 shares at $10.00 per share as of March 31, 2022 and December 31, 2020, respectively | 230,000,000 | 230,000,000 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (10,618,790) | (17,254,554) |
Total Stockholders’ Deficit | (10,618,215) | (17,253,979) |
Total Liabilities and Stockholders’ Deficit | 231,619,313 | 232,014,326 |
Common Class B [Member] | ||
Stockholders’ Deficit | ||
Common stock, value | $ 575 | $ 575 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares outstanding | 23,000,000 | 0 |
Temporary equity, par value | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 10,000,000 | |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating costs | $ 305,963 | $ 195,294 |
Loss from operations | (305,963) | (195,294) |
Other income: | ||
Change in fair value of warrant liability | 6,868,570 | 12,521,330 |
Loss resulting from the excess of fair value of Private Placement Warrants over cash received | (1,716,390) | |
Offering costs allocated to warrant liabilities | (808,110) | (808,110) |
Interest earned on marketable securities and cash held in Trust Account | 73,157 | 50,775 |
Income before provision for income taxes | 6,635,764 | 9,852,311 |
Income tax benefit | 0 | 30,349 |
Net Income | 6,635,764 | 9,882,660 |
Common Class A [Member] | ||
Other income: | ||
Net Income | $ 5,308,611 | $ 7,410,446 |
Weighted average shares outstanding, basic and diluted | 23,000,000 | 16,611,111 |
Basic and diluted net income per common share | $ 0.23 | $ 0.45 |
Common Class B [Member] | ||
Other income: | ||
Net Income | $ 1,327,153 | $ 2,472,214 |
Weighted average shares outstanding, basic and diluted | 5,750,000 | 5,541,667 |
Basic and diluted net income per common share | $ 0.23 | $ 0.45 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2020 | $ 23,098 | $ 575 | $ 24,425 | $ (1,902) | ||
Balance, shares at Dec. 31, 2020 | 5,750,000 | |||||
Accretion of Common Stock subject to possible redemption to redemption value | (26,039,249) | $ (24,425) | (26,014,824) | |||
Net income | 9,882,660 | $ 7,410,446 | $ 2,472,214 | 9,882,660 | ||
Balance at Mar. 31, 2021 | (16,133,491) | $ 575 | (16,134,066) | |||
Balance,shares at Mar. 31, 2021 | 5,750,000 | |||||
Balance at Dec. 31, 2021 | (17,253,979) | $ 575 | (17,254,554) | |||
Balance, shares at Dec. 31, 2021 | 5,750,000 | |||||
Net income | 6,635,764 | $ 5,308,611 | $ 1,327,153 | 6,635,764 | ||
Balance at Mar. 31, 2022 | $ (10,618,215) | $ 575 | $ (10,618,790) | |||
Balance,shares at Mar. 31, 2022 | 5,750,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 6,635,764 | $ 9,882,660 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities and cash held in Trust Account | (73,157) | (50,775) |
Offering costs | 808,110 | |
Change in fair value of warrant liability | (6,868,570) | (12,521,330) |
Loss resulting from the excess of fair value of Private Placement Warrants over cash received | 1,716,390 | |
Changes in operating assets and liabilities: | ||
Prepaid Expenses | 103,675 | (1,119,959) |
Accrued expenses | (162,207) | 4,268 |
Income tax payable | (30,349) | |
Net cash used in operating activities | (364,495) | (1,310,985) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Private Placement Warrants | 8,100,000 | |
Repayment of promissory note—related party | (150,978) | |
Payment of offering costs | (479,831) | |
Net cash provided by financing activities | 232,869,191 | |
Net Change in Cash | (364,495) | 1,558,206 |
Cash – Beginning | 1,246,209 | 25,000 |
Cash – Ending | 881,714 | 1,583,206 |
Non-cash investing and financing activities: | ||
Deferred underwriting fee payable | $ 8,050,000 | 8,050,000 |
Initial classification of warrant liability | 23,382,940 | |
Common Class A [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock | $ 225,400,000 |
Description of Organization And
Description of Organization And Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization And Business Operations | NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS SCP & CO Healthcare Acquisition Company (the “Company”) was incorporated in Delaware on July 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 related to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its overallotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,100,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to SCP & CO Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,100,000, which is described in Note 4. Transaction costs amounted to $13,280,809, consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $630,809 of other offering costs. Of the costs incurred $12,472,699 were related to issuance of Class A common stock and charged to stockholders’ equity and $808,110 of the offering costs were related to the warrant liability and charged to the statement of operations. In addition, as of March 31, 2022, cash of $881,714 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. Following the closing of the Initial Public Offering on January 26, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below (the “Investment Company Act”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 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 (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 10% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination by January 26, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements - Going Concern". As of March 31, 2022, the Company had $881,714 in its operating bank account, $230,179,441 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $1,176,733. Management of the Company believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing, however there is a risk that liquidity may not be sufficient. The Sponsor intends, but is not obligated to, provide the Company Working Capital Loans (see Note 5) to sustain operations in the event of a liquidity deficiency. If the Company is unable to complete an initial Business Combination by the close of business on January 26, 2023, then the Company will cease all operations except for the purpose of liquidating. This date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete an initial Business Combination on or before January 26, 2023, however, it is uncertain whether management will succeed in doing so. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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 interim periods. Emerging Growth Company 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Included in these estimates is the fair value or warrant liabilities, which is disclosed in more detail in the Fair Value footnote (see Note 9). Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 8 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. As of March 31, 2022, offering costs amounting to $ 630,809 Marketable Securities Held in Trust Account As of March 31, 2022, the assets were held in shares of a money market fund that invests primarily in U.S. Treasury Bills. During the three months ended March 31, 2022 and March 31, 2021 the Company earned $73,157 and $50,775 respectively of interest income from the Trust Account. 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.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. During the three months ended March 31, 2022 and 2021, the Company had a tax benefit of $0 and $30,349, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding common shares subject to forfeiture. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts) for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class B Class A Class B Numerator: Allocation of net income 5,308,611 1,327,153 7,410,446 2,472,214 Denominator Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 16,611,111 5,541,667 Basic and diluted net income per share $ 0.23 $ 0.23 $ 0.45 $ 0.45 As of March 31, 2022 and March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. C oncentration 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 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 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on January 26, 2021 the Company sold 23,000,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,100,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($8,100,000) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 5 — RELATED PARTIES Founder Shares On August 17, 2020, the Company issued an aggregate of 6,468,750 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. In September 2020, the Sponsor contributed back to the Company, for no consideration, 718,750 Founder Shares; in December 2020, the Sponsor contributed back to the Company, for no consideration, 718,750 Founder Shares and in January 2021, the Company effected a 718,750 stock dividend, resulting in an aggregate of 5,750,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on January 26, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement Commencing on January 21, 2021, the Company entered into an agreement pursuant to which it will pay the Sponsor $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2022 and March 31, 2021 the Company incurred fees of $30,000 and $30,000 respectively of administrative fees from the agreement, with no accruals at period end. Promissory Note—Related Party On July 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Proposed Public Offering. On January 26, 2021, the outstanding balance of $150,978 was fully paid. As of March 31, 2022 and December 31, 2021, there was no balance outstanding under the Promissory Note, and the note is no longer available to draw on. 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6—COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The 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 unaudited 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 unaudited condensed financial statements. Registration Rights Pursuant to a registration rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholder's Deficit
Stockholder's Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Deficit | NOTE 7—STOCKHOLDERS’ DEFICIT Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock —The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 23,000,000 and 0 shares of common stock subject to possible redemption, respectively. Class B Common Stock —The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021 there were 5,750,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Warrants | NOTE 8—WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering, at a price of $11.50 per share. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy 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 Public 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, and in the event the Company does not so elect, it will use its best 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 Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a 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 • if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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 completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9—FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. As of March 31, 2022, the Company has $230,179,441 held in the trust account. This balance consists of $785 of cash and $230,178,656 held in a money market fund. As of December 31, 2021, the Company has $230,106,285 held in the trust account. This balance consists of $503 of cash and $230,105,782 held in a money market fund. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: U.S. Treasury Securities Money Market Fund held in Trust Account 1 230,178,656 230,106,285 The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period. The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2022: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 2,301,150 $ — $ — $ 2,301,150 Private Placement Warrants — 1,623,240 1,623,240 Total warrant liabilities $ 2,301,150 $ — $ 1,623,240 $ 3,924,390 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants 6,325,000 $ — $ — $ 6,325,000 Private Placement Warrants — 4,467,960 4,467,960 Total warrant liabilities $ 6,325,000 $ — $ 4,467,960 $ 10,792,960 The Private Placement Warrants were valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement, which has inherent uncertainties involved. If factors or assumptions change, the estimated fair values could be materially different. The probability assigned the consummation of the Business Combination was 70% which was determined based upon a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsors’ track record for consummating similar transactions. The following table presents a summary of the changes in the fair value of the Warrants: Public Warrant Liability Private Placement Warrant Liability Fair value, December 31, 2021 (1) $ 6,325,000 $ 4,467,960 Recognized gain (loss) on change in fair value ( 2) (4,023,850 ) (2,844,720 ) Fair value, March 31, 2022 2,301,150 1,623,240 Public Warrant Liability Private Placement Warrant Liability Fair value, January 21 2021 (1) $ 13,566,550 $ 9,816,390 Recognized gain (loss) on change in fair value ( 2)(3) (6,743,600 ) (5,777,730 ) Fair value, March 31, 2021 (3) $ 6,822,950 $ 4,038,660 (1) Initial fair value for the Warrants on January 26, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. (2) Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations. The key inputs into the Monte Carlo pricing model for the Private Warrants were as follows: March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.97 % 12.46 % Option term (in years) 5 5 Risk-free interest rate 2.42 % 1.13 % Dividend yield 0 % 0 % The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on actual historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants. |
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 through the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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 interim periods. |
Emerging Growth Company | Emerging Growth Company 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Included in these estimates is the fair value or warrant liabilities, which is disclosed in more detail in the Fair Value footnote (see Note 9). Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 8 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. As of March 31, 2022, offering costs amounting to $ 630,809 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of March 31, 2022, the assets were held in shares of a money market fund that invests primarily in U.S. Treasury Bills. During the three months ended March 31, 2022 and March 31, 2021 the Company earned $73,157 and $50,775 respectively of interest income from the Trust Account. |
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.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. During the three months ended March 31, 2022 and 2021, the Company had a tax benefit of $0 and $30,349, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income per Common Share | Net Income per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding common shares subject to forfeiture. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts) for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class B Class A Class B Numerator: Allocation of net income 5,308,611 1,327,153 7,410,446 2,472,214 Denominator Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 16,611,111 5,541,667 Basic and diluted net income per share $ 0.23 $ 0.23 $ 0.45 $ 0.45 As of March 31, 2022 and March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. |
Concentration of Credit Risk | C oncentration 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 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 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Income Per Ordinary Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts) for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class B Class A Class B Numerator: Allocation of net income 5,308,611 1,327,153 7,410,446 2,472,214 Denominator Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 16,611,111 5,541,667 Basic and diluted net income per share $ 0.23 $ 0.23 $ 0.45 $ 0.45 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | As of March 31, 2022, the Company has $230,179,441 held in the trust account. This balance consists of $785 of cash and $230,178,656 held in a money market fund. As of December 31, 2021, the Company has $230,106,285 held in the trust account. This balance consists of $503 of cash and $230,105,782 held in a money market fund. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: U.S. Treasury Securities Money Market Fund held in Trust Account 1 230,178,656 230,106,285 |
Summary of Liabilities Measured at Fair Value on Recurring Basis | The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2022: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 2,301,150 $ — $ — $ 2,301,150 Private Placement Warrants — 1,623,240 1,623,240 Total warrant liabilities $ 2,301,150 $ — $ 1,623,240 $ 3,924,390 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants 6,325,000 $ — $ — $ 6,325,000 Private Placement Warrants — 4,467,960 4,467,960 Total warrant liabilities $ 6,325,000 $ — $ 4,467,960 $ 10,792,960 |
Summary of Changes in the Fair Value of the Warrants | The following table presents a summary of the changes in the fair value of the Warrants: Public Warrant Liability Private Placement Warrant Liability Fair value, December 31, 2021 (1) $ 6,325,000 $ 4,467,960 Recognized gain (loss) on change in fair value ( 2) (4,023,850 ) (2,844,720 ) Fair value, March 31, 2022 2,301,150 1,623,240 Public Warrant Liability Private Placement Warrant Liability Fair value, January 21 2021 (1) $ 13,566,550 $ 9,816,390 Recognized gain (loss) on change in fair value ( 2)(3) (6,743,600 ) (5,777,730 ) Fair value, March 31, 2021 (3) $ 6,822,950 $ 4,038,660 (1) Initial fair value for the Warrants on January 26, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. (2) Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations. |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Monte Carlo pricing model for the Private Warrants were as follows: March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.97 % 12.46 % Option term (in years) 5 5 Risk-free interest rate 2.42 % 1.13 % Dividend yield 0 % 0 % |
Description of Organization A_2
Description of Organization And Business Operations - Additional Information (Detail) - USD ($) | Jan. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of stock, price per share | $ 10 | |||
Payments of stock issuance costs | $ 13,280,809 | |||
Underwriting fees | 4,600,000 | |||
Deferred underwriting fees | 8,050,000 | |||
Other offering costs | 630,809 | |||
Offering costs allocated to warrant liabilities | 808,110 | $ 808,110 | ||
Cash and cash equivalents at carrying value | $ 881,714 | |||
Shares Issued, Price Per Share | $ 10 | |||
Restricted investments maturity | 185 days | |||
Threshold percentage on fair market value of net assets held in trust account for business combination | 80.00% | |||
Threshold percentage on purchase of outstanding voting shares for business combination | 50.00% | |||
Net tangible assets required for business combination | $ 5,000,001 | |||
Minimum interest on trust deposits eligible to pay dissolution expenses | $ 100,000 | |||
Actual amount per public share held in the trust account is less due to reductions in the value of the trust assets | $ 10 | |||
Cash in operating bank account | $ 881,714 | $ 1,246,209 | ||
Securities held in trust account | 230,179,441 | $ 230,106,285 | ||
Working capital | $ 1,176,733 | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of stock, price per share | $ 10 | |||
Common stock value held in trust account | $ 230,000,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Maximum percentage of shares redeemed without prior consent from company | 10.00% | |||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | |||
Private Placement [Member] | Sponsor [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of stock, price per share | $ 1 | |||
Stock issued during period, shares, issued for services | 8,100,000 | |||
Proceeds from issuance of private placement | $ 8,100,000 | |||
Common Class A [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Offering Cost related to issuance of stock | $ 12,472,699 | |||
Common Class A [Member] | IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 23,000,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||
Sale of stock, price per share | $ 10 | |||
Proceeds from issuance initial public offering | $ 230,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 881,714 | $ 1,246,209 | |
Other offering costs | 630,809 | ||
Deferred offering costs | 0 | ||
Interest earned on marketable securities held in Trust Account | 73,157 | $ 50,775 | |
Income tax benefit | 0 | $ 30,349 | |
Federal deposit insurance corporation coverage limit | 250,000 | ||
Cash Equivalents [Member] | |||
Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Income Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income | $ 6,635,764 | $ 9,882,660 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 5,308,611 | $ 7,410,446 |
Denominator | ||
Basic and diluted weighted average shares outstanding | 23,000,000 | 16,611,111 |
Basic and diluted net income per share | $ 0.23 | $ 0.45 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 1,327,153 | $ 2,472,214 |
Denominator | ||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,541,667 |
Basic and diluted net income per share | $ 0.23 | $ 0.45 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Jan. 26, 2021 | Mar. 31, 2022 |
Class Of Stock [Line Items] | ||
Sale of stock, price per share | $ 10 | |
Description of class of warrant or right | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant | |
Public Warrant [Member] | ||
Class Of Stock [Line Items] | ||
Exercise price of warrants | 11.50 | |
Common Class A [Member] | Public Warrant [Member] | ||
Class Of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Number of securities called by each warrant | 1 | |
IPO [Member] | ||
Class Of Stock [Line Items] | ||
Sale of stock, price per share | $ 10 | |
IPO [Member] | Common Class A [Member] | ||
Class Of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 23,000,000 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Class Of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |
Sale of stock, price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Sale of stock, price per share | $ 10 |
Private Placement Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number of securities called by each warrant | shares | 1 |
Exercise price of warrants | $ 11.50 |
Private Placement [Member] | Sponsor [Member] | |
Class Of Warrant Or Right [Line Items] | |
Stock issued during period, shares, issued for services | shares | 8,100,000 |
Sale of stock, price per share | $ 1 |
Proceeds from issuance of private placement | $ | $ 8,100,000 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) | Jan. 26, 2021 | Jan. 21, 2021 | Aug. 17, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 29, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Administrative fees | $ 30,000 | $ 30,000 | ||||||||
Accruals | 0 | |||||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ 1,500,000 | |||||||||
Debt conversion price per share | $ 1 | |||||||||
Working capital loan | $ 0 | $ 0 | ||||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Dividends, Shares | 718,750 | |||||||||
Shares, Outstanding | 5,750,000 | |||||||||
Sponsor [Member] | Related Party Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ 300,000 | |||||||||
Due to related parties | $ 0 | $ 0 | ||||||||
Repayments of related party debt | $ 150,978 | |||||||||
Sponsor [Member] | Office Space Secretarial And Administrative Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amounts of transaction | $ 10,000 | |||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of common stock outstanding after IPO | 20.00% | |||||||||
Common stock shares subject to forfeiture | 750,000 | |||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, issued for services | 6,468,750 | |||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||
Stock issued during period, value, new issues | $ 0 | $ 0 | ||||||||
Stock Issued During Period, Shares, New Issues | 718,750 | 718,750 | ||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares subject to forfeiture | 23,000,000 | 0 | ||||||||
Common Class A [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Common stock, transfers, restriction on number of days from the date of business combination | 150 days | |||||||||
Common Class A [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, transfers, threshold trading days | 20 days | |||||||||
Common Class A [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, transfers, threshold trading days | 30 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / shares | |
Commitments And Contingencies Disclosure [Abstract] | |
Under writing discount per unit | $ / shares | $ 0.35 |
Payments for underwriting expense | $ | $ 8,050,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common subject to possible redemption | $ 230,000,000 | $ 230,000,000 |
Sponsor [Member] | ||
Class Of Stock [Line Items] | ||
Percentage of founder shares to common stock outstanding after IPO | 20.00% | |
Common Class A [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption [Member] | ||
Class Of Stock [Line Items] | ||
Common subject to possible redemption | $ 23,000,000 | $ 0 |
Common Class B [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | May 31, 2021 | Jan. 26, 2021 | |
Warrants [Line Items] | |||
Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 15 days | ||
Share Price Dollar Per Share 18.00 [Member] | |||
Warrants [Line Items] | |||
Share redemption trigger price per share | $ 18 | ||
Share Price Dollar Per Share 10.00 [Member] | |||
Warrants [Line Items] | |||
Share redemption trigger price per share | $ 10 | ||
Public Warrant [Member] | |||
Warrants [Line Items] | |||
Number of notice days for exercise of warrants after completion of business | 30 days | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | ||
Exercise price of warrants | $ 11.50 | ||
Term of warrants | 5 years | ||
Public Warrant [Member] | Share Price Dollar Per Share 18.00 [Member] | |||
Warrants [Line Items] | |||
Class of warrants redemption price per unit | $ 0.01 | ||
Class of warrants redemption notice period | 30 days | ||
Public Warrant [Member] | Share Price Dollar Per Share 10.00 [Member] | |||
Warrants [Line Items] | |||
Class of warrants redemption price per unit | $ 0.10 | ||
Class of warrants redemption notice period | 30 days | ||
Redeemable Warrants [Member] | Share Price Dollar Per Share 18.00 [Member] | |||
Warrants [Line Items] | |||
Share redemption trigger price | $ 18 | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% | ||
Redeemable Warrants [Member] | Share Price Dollar Per Share 10.00 [Member] | |||
Warrants [Line Items] | |||
Share redemption trigger price per share | $ 10 | ||
Redeemable Warrants [Member] | Share Price Dollar Per Share Below 9.20 [Member] | |||
Warrants [Line Items] | |||
Exercise price of warrants | $ 9.20 | ||
Class of warrant or right, minimum notice period for redemption | 20 days | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115.00% | ||
Common Class A [Member] | Share Price Dollar Per Share 18.00 [Member] | |||
Warrants [Line Items] | |||
Share redemption trigger price per share | $ 18 | ||
Common Class A [Member] | Share Price Dollar Per Share 18.00 [Member] | Minimum [Member] | |||
Warrants [Line Items] | |||
Warrant instrument redemption threshold consecutive trading days | 20 days | ||
Common Class A [Member] | Share Price Dollar Per Share 18.00 [Member] | Maximum [Member] | |||
Warrants [Line Items] | |||
Warrant instrument redemption threshold trading days | 30 days | ||
Common Class A [Member] | Share Price Dollar Per Share 10.00 [Member] | |||
Warrants [Line Items] | |||
Share redemption trigger price per share | $ 10 | ||
Common Class A [Member] | Share Price Dollar Per Share 10.00 [Member] | Minimum [Member] | |||
Warrants [Line Items] | |||
Warrant instrument redemption threshold consecutive trading days | 20 days | ||
Common Class A [Member] | Share Price Dollar Per Share 10.00 [Member] | Maximum [Member] | |||
Warrants [Line Items] | |||
Warrant instrument redemption threshold trading days | 30 days | ||
Common Class A [Member] | Share Price Dollar Per Share Below 9.20 [Member] | |||
Warrants [Line Items] | |||
Share redemption trigger price | $ 9.20 | ||
Minimum gross proceeds required from issuance of equity | 60.00% | ||
Common Class A [Member] | Public Warrant [Member] | |||
Warrants [Line Items] | |||
Exercise price of warrants | $ 11.50 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash | $ 785 | $ 503 |
Percentage of probability assigned to the consummation of the business combination | 70.00% | |
Dividend yield percentage | 0.00% | |
Assets Held In Trust [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 230,179,441 | 230,106,285 |
US Treasury Securities And Money Market Funds [Member] | Assets Held In Trust [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 230,178,656 | $ 230,105,782 |
Fair value measurements - Summa
Fair value measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - Assets Held In Trust [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 230,179,441 | $ 230,106,285 |
US Treasury Securities And Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 230,178,656 | 230,105,782 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities And Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 230,178,656 | $ 230,106,285 |
Fair value measurements - Sum_2
Fair value measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 3,924,390 | $ 10,792,960 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 2,301,150 | 6,325,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,623,240 | 4,467,960 |
Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 2,301,150 | 6,325,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 2,301,150 | 6,325,000 |
Private Placement [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,623,240 | 4,467,960 |
Private Placement [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 1,623,240 | $ 4,467,960 |
Fair value measurements - Sum_3
Fair value measurements - Summary of Changes in the Fair Value of the Warrants (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Class Of Warrant Or Right [Line Items] | |||
Recognized gain (loss) on change in fair value | $ (6,868,570) | $ (12,521,330) | |
Public Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Beginning Balance | [1] | 6,325,000 | 13,566,550 |
Recognized gain (loss) on change in fair value | [2] | (4,023,850) | (6,743,600) |
Ending Balance | 2,301,150 | 6,822,950 | |
Private Placement [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Beginning Balance | [1] | 4,467,960 | 9,816,390 |
Recognized gain (loss) on change in fair value | [2] | (2,844,720) | (5,777,730) |
Ending Balance | $ 1,623,240 | $ 4,038,660 | |
[1] | Initial fair value for the Warrants on January 26, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. | ||
[2] | Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations |
Fair value measurements - Sum_4
Fair value measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Private Placement Warrants [Member] | Mar. 31, 2022$ / sharesYear | Dec. 31, 2021$ / sharesYear |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | $ / shares | 11.50 | 11.50 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 5.97 | 12.46 |
Option term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | Year | 5 | 5 |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 2.42 | 1.13 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 0 | 0 |