Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | OCA Acquisition Corp. | ||
Trading Symbol | OCAX | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 119,477,626 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001820175 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39901 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2218652 | ||
Entity Address, Address Line One | 1345 Avenue of the Americas | ||
Entity Address, Address Line Two | 33rd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10105 | ||
City Area Code | (212) | ||
Local Phone Number | 201-8533 | ||
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share, included as part of the Units | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 100 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 14,950,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 3,737,500 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 194,034 | $ 34 |
Prepaid expenses | 63,613 | |
Total current assets | 257,647 | 34 |
Deferred offering costs | 175,378 | |
Investments held in trust account | 151,775,132 | |
Total Assets | 152,032,779 | 175,412 |
Liabilities and Stockholders’ Equity (Deficit) | ||
Accrued and expenses | 391,496 | 10,233 |
Due to related party | 117,223 | |
Promissory note – related party | 1,000,000 | 141,451 |
Total current liabilities | 1,508,719 | 151,684 |
Deferred underwriting fee | 5,232,500 | |
Warrant liability | 6,982,658 | |
Total liabilities | 13,723,877 | 151,684 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 14,950,000 and no shares issued and outstanding at redemption value of $10.15 at December 31, 2021 and December 31, 2020, respectively | 151,742,500 | |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2021 and December 31, 2020, respectively | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding (excluding 14,950,000 and no shares subject to possible redemption) at December 31, 2021 and December 31, 2020, respectively | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,737,500 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 374 | 374 |
Additional paid-in capital | 24,626 | |
Accumulated deficit | (13,433,972) | (1,272) |
Total Stockholders’ Equity (Deficit) | (13,433,598) | 23,728 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 152,032,779 | $ 175,412 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 14,950,000 | 14,950,000 |
Common stock subject to possible redemption (in Dollars per share) | $ 10.15 | $ 10.15 |
Common stock subject to possible redemption shares issued | 0 | 0 |
Common stock subject to possible redemption shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,737,500 | 3,737,500 |
Common stock, shares outstanding | 3,737,500 | 3,737,500 |
Statements of Operations
Statements of Operations - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Formation and operating costs | $ 1,272 | $ 2,556,567 |
Loss from operations | (1,272) | (2,556,567) |
Other income (expense): | ||
Interest earned on investments held in Trust Account | 32,632 | |
Offering costs allocated to warrants | (438,287) | |
Change in fair value of warrant liability | 7,549,843 | |
Total other income | 7,144,188 | |
Net income (loss) | $ (1,272) | $ 4,587,621 |
Class A Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 14,130,822 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.26 | |
Class B Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 3,250,000 | 3,737,500 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0 | $ 0.26 |
Statements of Changes In Stockh
Statements of Changes In Stockholders’ Equity (Deficit) - USD ($) | Class B Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jul. 27, 2020 | ||||
Balance (in Shares) at Jul. 27, 2020 | ||||
Class B common stock issued to Sponsor | $ 374 | 24,626 | 25,000 | |
Class B common stock issued to Sponsor (in Shares) | 3,737,500 | |||
Net Income (Loss) | (1,272) | (1,272) | ||
Balance at Dec. 31, 2020 | $ 374 | 24,626 | (1,272) | 23,728 |
Balance (in Shares) at Dec. 31, 2020 | 3,737,500 | |||
Accretion of Class A common stock subject to redemption | (24,626) | (18,020,321) | (18,044,947) | |
Net Income (Loss) | 4,587,621 | 4,587,621 | ||
Balance at Dec. 31, 2021 | $ 374 | $ (13,433,972) | $ (13,433,598) | |
Balance (in Shares) at Dec. 31, 2021 | 3,737,500 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,272) | $ 4,587,621 |
Interest earned on marketable securities held in Trust Account | (32,632) | |
Offering costs allocated to warrants | 438,287 | |
Change in fair value of warrant liability | (7,549,843) | |
Offering costs allocated to warrants | 448 | |
Changes in operating assets and liabilities: | ||
Prepaid expense | (63,613) | |
Accrued expenses | 321,049 | |
Due to related party | 117,223 | |
Net cash used in operating activities | (824) | (2,181,908) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (151,742,500) | |
Net cash used in investing activities | (151,742,500) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of founder shares | 25,000 | |
Proceeds from sale of Units, net of underwriting discount | 146,510,000 | |
Proceeds from issuance of Private Placement Warrants | 7,057,500 | |
Proceeds from promissory note – related party | 141,451 | 1,010,800 |
Repayment of promissory note – related party | (152,251) | |
Payment of offering costs | (165,593) | (307,641) |
Net cash provided by financing activities | 858 | 154,118,408 |
Net change in cash | 34 | 194,000 |
Cash, beginning of period | 34 | |
Cash, end of the period | 34 | 194,034 |
Supplemental disclosure of cash flow information: | ||
Deferred offering costs included in accrued offering costs and expenses | 9,785 | |
Deferred underwriting commissions payable charged to additional paid in capital | $ 5,232,500 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations OCA Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on July 28, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the IPO (as defined and described below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 14, 2021 (the “Registration Statement”). The Company’s sponsor is OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). On January 20, 2021, the Company consummated an initial public offering of 14,950,000 units at $10.00 per unit (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,950,000 Units, at $10.00 per Unit, generating gross proceeds of $149,500,000, which is discussed in Note 3 (the “IPO”). Simultaneously with the closing of the IPO, the Company consummated the sale of 7,057,500 private placement warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, pursuant to a warrant purchase agreement with the Sponsor, generating gross proceeds of $7,057,500, which is discussed in Note 4 (the “Private Placement”). Transaction costs of the IPO amounted to $8,765,734 consisting of $2,990,000 of underwriting fee, $5,232,500 of deferred underwriting fee, and $543,234 of other offering costs. Following the closing of the IPO on January 20, 2021, $151,742,500 (approximately $10.15 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of Common Stock (as defined in Note 2) subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 18 months from January 20, 2021, (or up to 24 months if the Company extends the period of time) the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in the Registration Statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares (as defined in Note 5) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Going Concern Consideration As of December 31, 2021, the Company had $194,304 in cash and working capital deficit of $1,251,072, which would be reduced by expenses incurred working on a Business Combination after the balance sheet date. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until July 20, 2022 (or January 20, 2023, if extended) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 20, 2022 (or, if extended, January 20, 2023). The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and December 31, 2021, the Company did not have any cash equivalents Investments in Trust Account At December 31, 2021, the investment in the Trust Account was held in marketable securities which are reported at fair market value. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Warrants The Company evaluated the Warrants in accordance with ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”), and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A Common Stock (as defined below) were charged to temporary equity upon the completion of the IPO. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Class A Common Stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Common Stock are classified as stockholders’ equity (deficit). The Company’s Class A Common Stock contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 14,950,000 shares of Class A Common Stock subject to possible redemption are presented as, at redemption value, as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. On December 31, 2021, the Company recorded an accretion of $18,044,947, which is in accumulated deficit. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 20, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. At December 31, 2021, the change in the Company’s deferred tax benefit was $601,427 and a valuation allowance of $501,540 (See Note 9). The provision for income taxes was deemed to be de minimus for the period from July 28, 2020 (inception) through December 31, 2020. The Company has identified the United States as its only “major” tax jurisdiction. Net Income Per Common Share The Company has two classes of common stock, and Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”). Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,532,500 of the Company’s Class A Common Stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net income (loss) per common share for the period. Reconciliation of Net Income per Common Share The Company’s statement of operations includes a presentation of income per share for Common Stock subject to redemption in a manner similar to the two-class method of income per share. Accordingly, basic and diluted income per common share of Class A Common Stock and Class B Common Stock is calculated as follows: For the For the Net Income per share for Class A Common Stock: Net income (loss) $ 4,587,621 $ (1,272 ) Less: Allocation of income (loss) to Class B Common Stock 959,588 (1,272 ) Adjusted net income (loss) $ 3,628,033 $ - Weighted average shares outstanding of Class A Common Stock 14,130,822 - Basic and diluted net income per share, Class A Common Stock $ 0.26 $ - Net Income per share for Class B Common Stock: Net income (loss) $ 4,587,621 $ (1,272 ) Less: Allocation of income (loss) to Class A Common Stock 3,628.033 - Adjusted net income (loss) $ 959,588 $ (1,272 ) Basic and diluted weighted average shares outstanding of Class B Common Stock 3,737,500 3,250,000 Basic net income (loss) per share, Class B Common Stock $ 0.26 $ (0.00 ) Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Current assets and liabilities approximate fair market value. See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 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 US GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units On January 20, 2021, the Company sold 14,950,000 Units, at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,950,000 Units. Each Unit consists of one share of Class A Common Stock, and one-half of one redeemable warrant to purchase one share of Class A Common Stock (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 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 its initial 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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (as further described below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A Common Stock upon exercise of a warrant unless Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A Common Stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,057,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,057,500, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. Each Private Placement Warrant was identical to the Public Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A Common Stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination by July 20, 2022 (or up to 24 months if the Company extends the period of time) from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination by July 20, 2022 (or up to 24 months if the Company extends the period of time). In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares During August 2020, the Company issued 5,031,250 shares of Common Stock to the Sponsor for $25,000 in cash, or approximately $0.005 per share, in connection with formation (the “founder shares”). On December 21, 2020, the Sponsor surrendered an aggregate of 1,293,750 shares of Class B Common Stock for no consideration, which were cancelled, resulting in an aggregate of 3,737,500 shares of Class B Common Stock outstanding including up to 487,500 shares which were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part. As a result of the underwriters’ election to fully exercise of their over-allotment option on January 20, 2021, the 487,500 shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Promissory Note — Related Party On July 28, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO (the “2020 Note”). The 2020 Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the IPO. At December 31, 2020, the Company had drawn $141,451 under the 2020 Note. During the period from January 1, 2021 to January 18, 2021, the Company had additional borrowings of $10,800 under the 2020 Note. On January 20, 2021, the Company paid the full $152,251 balance on the 2020 Note from the proceeds of the IPO, and the 2020 Note is no longer available to be drawn upon. On December 14, 2021, the Company issued a promissory note in the principal amount of up to $1,500,000 to the Sponsor (the “2021 Note”). The 2021 Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. If the Company completes a Business Combination, we will repay the 2021 Note out of the proceeds of the trust account released to us. Otherwise, the 2021 Note will be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the 2021 Note but no proceeds from the trust account will be used to repay the 2021 Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2021 Note may be converted into warrants of the Company at a price of $1.00 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the 2021 Note. 2021 Note Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $1.50 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. The units would be identical to the Private Placement Warrants. The 2021 Note with a balance of $1,000,000 outstanding at December 31, 2021 (see discussion above under “Promissory Note – Related Party”) was issued under the Working Capital Loan arrangement. Related Party Extension Loans The Company will have until July 20, 2022 to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination by July 20, 2022, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination by an additional six months (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $747,500 ($0.05 per Unit) on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest-bearing loan. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law, and then seek to dissolve and liquidate. Administrative Service Fee Effective January 20, 2021, the Company agreed to pay an affiliate of the Company’s Sponsor a monthly fee of $15,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred $172,500 in administrative service fees. At December 31, 2021, the Company owed the affiliate $30,000 for amounts under this administrative support services agreement. As of December 31, 2021, the Company owed the affiliate $87,223 ($117,223 in total, including the amount owed under the administrative support services agreement) for expenses paid on behalf of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,950,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 20, 2021, the underwriter fully exercised its over-allotment option and was paid a cash underwriting discount of $0.20 per Unit, or $2,990,000 in the aggregate. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $5,232,500 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue a total of 100,000,000 Class A Common Stock at par value of $0.0001 each. At December 31, 2021 and December 31, 2020, there were 14,950,000 and 0 shares issued and outstanding, including 14,950,000 and no shares subject to possible redemption, respectively. Class B Common Stock The Company is authorized to issue a total of 10,000,000 Class B Common Stock at par value of $0.0001 each. At December 31, 2021 and December 31, 2020, there were 3,737,500 shares issued and outstanding. The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The shares of Class B Common Stock will automatically convert into shares of the Company’s Class A Common Stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Common Stock outstanding upon the completion of this offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of Common Stock entitling the holder to one vote. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. There were no assets and liabilities measured at fair value on a recurring basis as of December 31, 2020. December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 151,775,132 $ 151,775,132 $ - $ - $ 151,775,132 $ 151,775,132 $ - $ - Liabilities: Public Warrants Liability $ 3,588,000 $ 3,588,000 $ - $ - Private Placement Warrants Liability 3,394,658 - - 3,394,658 $ 6,982,658 $ 3,558,000 $ - $ 3,394,658 The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statements of Operations. The Company established the initial fair value of the Public Warrants on January 20, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model, and as of December 31, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on January 20, 2021 and on December 31, 2021 by using a modified Black Scholes calculation. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The most significant unobservable input was the volatility. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The Public Warrants were subsequently transferred out of Level 3 and classified as Level 1 as the subsequent valuation was based upon the trading price of the Public Warrants. The Private Placement Warrants were classified as Level 3 due to the use of unobservable inputs. The following table presents the changes in the fair value of Level 3 warrant liabilities for the year ended December 31, 2021: Level 3 Fair Value as of December 31, 2020 $ - Initial measurement on January 20, 2021 15,026,525 Change in valuation as of December 31, 2021 (6,474,118 ) Transfer of Public Warrants to Level 1 (5,157,749 ) Fair Value as of December 31, 2021 $ 3,394,658 The key inputs into the Modified Black Scholes calculation as of December 31, 2021 were as follows: December 31, Inputs Risk-free interest rate 1.31 % Expected term (years) 5.50 Expected volatility 8.46 % Exercise price $ 11.50 Stock price $ 9.92 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 9 —Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, 2020 Deferred tax asset Organizational costs/Start-up costs $ 537,146 $ - Federal net operating loss 85,187 - Total deferred tax asset 622,334 - Valuation allowance (622,334 ) Deferred tax asset, net of allowance $ - $ - The income tax provision consists of the following: December 31, December 31, Federal Current $ - $ - Deferred 622,334 - State Current Deferred - - Change in valuation allowance (622,334 ) - Income tax provision $ - $ - The Company had no net operating loss carryforward as of December 31, 2021 and 2020. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and the period from July 28, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $622,334 and $0, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit - Permanent book/tax differences -34.56 % Change in valuation allowance 13.56 Income tax provision - The permanent book/tax differences relate to unrealized gains on warrant liability valuation change of $7,549,843. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to 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. In February 2022, the Russian Federation and Belarus commenced an invasion of 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 financial statements. 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 financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and December 31, 2021, the Company did not have any cash equivalents |
Investments in Trust Account | Investments in Trust Account At December 31, 2021, the investment in the Trust Account was held in marketable securities which are reported at fair market value. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Warrants | Warrants The Company evaluated the Warrants in accordance with ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”), and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A Common Stock (as defined below) were charged to temporary equity upon the completion of the IPO. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Class A Common Stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Common Stock are classified as stockholders’ equity (deficit). The Company’s Class A Common Stock contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 14,950,000 shares of Class A Common Stock subject to possible redemption are presented as, at redemption value, as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. On December 31, 2021, the Company recorded an accretion of $18,044,947, which is in accumulated deficit. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 20, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. At December 31, 2021, the change in the Company’s deferred tax benefit was $601,427 and a valuation allowance of $501,540 (See Note 9). The provision for income taxes was deemed to be de minimus for the period from July 28, 2020 (inception) through December 31, 2020. The Company has identified the United States as its only “major” tax jurisdiction. |
Net Income Per Common Share | Net Income Per Common Share The Company has two classes of common stock, and Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”). Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,532,500 of the Company’s Class A Common Stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net income (loss) per common share for the period. |
Reconciliation of Net Income per Common Share | Reconciliation of Net Income per Common Share The Company’s statement of operations includes a presentation of income per share for Common Stock subject to redemption in a manner similar to the two-class method of income per share. Accordingly, basic and diluted income per common share of Class A Common Stock and Class B Common Stock is calculated as follows: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Current assets and liabilities approximate fair market value. See Note 8 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 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 US GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted income per common share of class A common stock and class B common stock | For the For the Net Income per share for Class A Common Stock: Net income (loss) $ 4,587,621 $ (1,272 ) Less: Allocation of income (loss) to Class B Common Stock 959,588 (1,272 ) Adjusted net income (loss) $ 3,628,033 $ - Weighted average shares outstanding of Class A Common Stock 14,130,822 - Basic and diluted net income per share, Class A Common Stock $ 0.26 $ - Net Income per share for Class B Common Stock: Net income (loss) $ 4,587,621 $ (1,272 ) Less: Allocation of income (loss) to Class A Common Stock 3,628.033 - Adjusted net income (loss) $ 959,588 $ (1,272 ) Basic and diluted weighted average shares outstanding of Class B Common Stock 3,737,500 3,250,000 Basic net income (loss) per share, Class B Common Stock $ 0.26 $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 151,775,132 $ 151,775,132 $ - $ - $ 151,775,132 $ 151,775,132 $ - $ - Liabilities: Public Warrants Liability $ 3,588,000 $ 3,588,000 $ - $ - Private Placement Warrants Liability 3,394,658 - - 3,394,658 $ 6,982,658 $ 3,558,000 $ - $ 3,394,658 |
Schedule of changes in the fair value of level 3 warrant liabilities | Level 3 Fair Value as of December 31, 2020 $ - Initial measurement on January 20, 2021 15,026,525 Change in valuation as of December 31, 2021 (6,474,118 ) Transfer of Public Warrants to Level 1 (5,157,749 ) Fair Value as of December 31, 2021 $ 3,394,658 |
Schedule of inputs into the modified black scholes | December 31, Inputs Risk-free interest rate 1.31 % Expected term (years) 5.50 Expected volatility 8.46 % Exercise price $ 11.50 Stock price $ 9.92 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, December 31, 2020 Deferred tax asset Organizational costs/Start-up costs $ 537,146 $ - Federal net operating loss 85,187 - Total deferred tax asset 622,334 - Valuation allowance (622,334 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of the income tax provision | December 31, December 31, Federal Current $ - $ - Deferred 622,334 - State Current Deferred - - Change in valuation allowance (622,334 ) - Income tax provision $ - $ - |
Schedule of a reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) | Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit - Permanent book/tax differences -34.56 % Change in valuation allowance 13.56 Income tax provision - |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 20, 2021 | Dec. 31, 2021 | |
Organization and Business Operations (Details) [Line Items] | ||
Share price (in Dollars per share) | $ 9.92 | |
Transaction costs | $ 8,765,734 | |
Underwriting fees | 2,990,000 | |
Deferred underwriting fees | 5,232,500 | |
Other offering costs | 543,234 | |
Dissolution expenses | 100,000 | |
Net tangible assets | $ 5,000,001 | |
Outstanding public shares, percentage | 100.00% | |
Sponsor description | The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |
Cash | $ 194,304 | |
Working capital deficit | $ 1,251,072 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Business combination price per share (in Dollars per share) | $ 10.15 | |
Private Placement Warrants [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Share price (in Dollars per share) | $ 1 | |
Shares of warrant (in Shares) | 7,057,500 | |
Generating gross proceeds | $ 7,057,500 | |
Initial Public Offering [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 14,950,000 | |
Share price (in Dollars per share) | $ 10 | |
Gross proceeds of initial public offering | $ 149,500,000 | |
Net offering proceeds | $ 151,742,500 | |
Initial public offering, per share (in Dollars per share) | $ 10.15 | |
Over-Allotment Option [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 1,950,000 | |
Share price (in Dollars per share) | $ 10 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Significant Accounting Policies (Details) [Line Items] | |
Investment Maturity Days | 185 years |
Federal deposit insurance corporation maximum coverage limit | $ 250,000 |
Accumulated deficit | 18,044,947 |
Valuation allowance | 601,427 |
Deferred tax benefit | $ 501,540 |
Class A Common Stock [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock subject to possible redemption (in Shares) | shares | 14,950,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Class A Common Stock [Member] | IPO [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Purchase an aggregate of shares (in Shares) | shares | 14,532,500 |
Class B Common Stock [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of basic and diluted income per common share of class A common stock and class B common stock - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) | $ (1,272) | $ 4,587,621 |
Less: Allocation of income (loss) to Class B Common Stock | (1,272) | 959,588 |
Adjusted net income (loss) | $ 3,628,033 | |
Weighted average shares outstanding (in Shares) | 14,130,822 | |
Basic and diluted net income per share (in Dollars per share) | $ 0.26 | |
Class B Common Stock [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) | $ (1,272) | $ 4,587,621 |
Less: Allocation of income (loss) to Class A Common Stock | 3,628.033 | |
Adjusted net income (loss) | $ (1,272) | $ 959,588 |
Weighted average shares outstanding (in Shares) | 3,250,000 | 3,737,500 |
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ 0.26 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Jan. 20, 2021 | Dec. 31, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Warrant, description | Each Unit consists of one share of Class A Common Stock, and one-half of one redeemable warrant to purchase one share of Class A Common Stock (the “Public Warrants”). | |
Weighted average trading price,description | In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial 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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (as further described below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Warrants for redemption, description | Once the warrants become exercisable, the Company may call the warrants for redemption: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units | 14,950,000 | |
Price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued | 1,950,000 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 7,057,500 |
Redeem public shares, percentage | 100.00% |
Private Placement Warrants [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase of warrants | shares | 7,057,500 |
Price per warrant | $ / shares | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 20, 2021 | Jan. 18, 2021 | Dec. 21, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 14, 2021 | Dec. 31, 2020 | Jul. 28, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 1.5 | |||||||
Subject to forfeiture (in Shares) | 487,500 | 487,500 | ||||||
Business combination, description | The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. | |||||||
Drawdown value under the promissory note. | $ 141,451 | |||||||
Additional borrowings on promissory note | $ 10,800 | |||||||
Principal amount | $ 1,500,000 | |||||||
Warrants per share (in Dollars per share) | $ 9.92 | |||||||
Shares outstanding amount | $ 1,000,000 | |||||||
Working capital loans | 1,500,000 | |||||||
Deposited in trust account | $ 747,500 | |||||||
Price per unit (in Dollars per share) | $ 0.05 | |||||||
Share redeem percentage | 100.00% | |||||||
Dissolution expenses | $ 100,000 | |||||||
Office space | $ 15,000 | |||||||
Administrative service fees | 172,500 | |||||||
Affiliate amounts | 30,000 | |||||||
Affiliate expenses paid | 87,223 | |||||||
Administrative amount | 117,223 | |||||||
Two Thousand Twenty One Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Working capital loans | $ 1,000,000 | |||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase price of shares issued | $ 25,000 | |||||||
Price per share (in Dollars per share) | $ 0.005 | |||||||
Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Issuance of common stock (in Shares) | 5,031,250 | |||||||
Warrant [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Warrants per share (in Dollars per share) | $ 1 | |||||||
IPO [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Promissory note expenses | $ 300,000 | |||||||
Proceeds from promissory note | $ 152,251 | |||||||
Warrants per share (in Dollars per share) | $ 10 | |||||||
Class B common stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares surrendered (in Shares) | 1,293,750 | |||||||
Aggregate common stock outstanding (in Shares) | 3,737,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 20, 2021 | Dec. 31, 2021 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase an aggregate of additional units (in Shares) | 1,950,000 | |
Aggregate amount | $ 5,232,500 | |
Percentage of deferred underwriting fee | 3.50% | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 0.2 | |
Aggregate amount | $ 2,990,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Business combination, description | The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares | |
Warrants, description | In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Common Stock outstanding upon the completion of this offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 14,950,000 | 14,950,000 |
Common stock, shares outstanding | 0 | 0 |
Subject to possible redemption shares | 14,950,000 | 0 |
Class B common stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 3,737,500 | 3,737,500 |
Common stock, shares outstanding | 3,737,500 | 3,737,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Assets: | |
U.S. Money Market held in Trust Account | $ 151,775,132 |
Total assets | 151,775,132 |
Liabilities: | |
Public Warrants Liability | 3,588,000 |
Private Placement Warrants Liability | 3,394,658 |
Total liability | 6,982,658 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Assets: | |
U.S. Money Market held in Trust Account | 151,775,132 |
Total assets | 151,775,132 |
Liabilities: | |
Public Warrants Liability | 3,588,000 |
Private Placement Warrants Liability | |
Total liability | 3,558,000 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
U.S. Money Market held in Trust Account | |
Total assets | |
Liabilities: | |
Public Warrants Liability | |
Private Placement Warrants Liability | |
Total liability | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
U.S. Money Market held in Trust Account | |
Total assets | |
Liabilities: | |
Public Warrants Liability | |
Private Placement Warrants Liability | 3,394,658 |
Total liability | $ 3,394,658 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities - Level 3 Warrant Liabilities [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items] | |
Fair Value as of December 31, 2020 | |
Initial measurement on January 20, 2021 | 15,026,525 |
Change in valuation as of December 31, 2021 | (6,474,118) |
Transfer of Public Warrants to Level 1 | (5,157,749) |
Fair Value as of December 31, 2021 | $ 3,394,658 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of inputs into the modified black scholes | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Inputs | |
Risk-free interest rate | 1.31% |
Expected term (years) | 5 years 6 months |
Expected volatility | 8.46% |
Exercise price | $ 11.5 |
Stock price | $ 9.92 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Change in the valuation allowance | $ 0 | $ (622,334) |
Warrant liability | $ 7,549,843 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Organizational costs/Start-up costs | $ 537,146 | |
Federal net operating loss | 85,187 | |
Total deferred tax asset | 622,334 | |
Valuation allowance | (622,334) | |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of the income tax provision - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Current | ||
Deferred | 622,334 | |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | (622,334) | |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of a reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of a reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | |
Permanent book/tax differences | (34.56%) |
Change in valuation allowance | 13.56% |
Income tax provision |