Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-39700 | ||
Entity Registrant Name | KINGSWOOD ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2432410 | ||
Entity Address, Address Line One | 17 Battery Place | ||
Entity Address, Address Line Two | Room 625 | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10004 | ||
City Area Code | 212 | ||
Local Phone Number | 404-7002 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Central Index Key | 0001823086 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A commonstock and three-fourths of one redeemable warrant | ||
Trading Symbol | KWAC.U | ||
Security Exchange Name | NYSE | ||
Class A common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | KWAC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 11,604,000 | ||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisablefor one share of Class A common stock, each at anexercise price of $11.50 per share | ||
Trading Symbol | KWAC WS | ||
Security Exchange Name | NYSE | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,875,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 838,478 | $ 1,457,839 |
Prepaid expenses | 132,740 | 292,740 |
Total Current Assets | 971,218 | 1,750,579 |
Investment held in Trust Account | 117,861,531 | 117,849,745 |
TOTAL ASSETS | 118,832,749 | 119,600,324 |
Current Liabilities | ||
Accounts payable | 758,095 | 79,617 |
Due to related party | 1,667 | 1,667 |
Total Current Liabilities | 759,762 | 81,284 |
Deferred underwriters' compensation | 4,025,000 | 4,025,000 |
Warrant liability | 6,443,107 | 7,202,334 |
Total Liabilities | 11,227,869 | 11,308,618 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 11,500,000 shares at redemption value at December 31, 2021 and 2020 | 117,861,531 | 117,849,745 |
Stockholders' (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (10,256,949) | (9,558,337) |
Total stockholders' (deficit) equity | (10,256,651) | (9,558,039) |
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT | 118,832,749 | 119,600,324 |
Class A common stock | ||
Stockholders' (Deficit) Equity: | ||
Common stock | 10 | 10 |
Class B common stock | ||
Stockholders' (Deficit) Equity: | ||
Common stock | $ 288 | $ 288 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 |
Class A common stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Shares subject to possible redemption | 11,500,000 | |||
Class A Common Stock subject to possible redemption | ||||
Common stock, shares issued | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 |
Common stock, shares outstanding | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 |
Shares subject to possible redemption | 11,500,000 | 11,500,000 | ||
Class A Common Stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 104,000 | 104,000 | ||
Common stock, shares outstanding | 104,000 | 104,000 | ||
Class B common stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating costs | $ 198,780 | $ 1,208,657 |
Loss from operations | (198,780) | (1,208,657) |
Other income (expense): | ||
Interest Income | 1,242 | 11,906 |
Transaction costs | (225,763) | (8,211) |
Change in fair value of warrant liabilities | (369,286) | 759,227 |
Total other income (expense) | (593,807) | 762,922 |
Net loss | $ (792,587) | $ (445,735) |
Class A Common Stock subject to possible redemption | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 3,285,714 | 11,500,000 |
Diluted weighted average shares outstanding | 3,285,714 | 11,500,000 |
Basic net income (loss) per share | $ (0.13) | $ (0.03) |
Diluted net income (loss) per share | $ (0.13) | $ (0.03) |
Class A and Class B common stock not subject to redemption | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 2,904,714 | 2,979,000 |
Diluted weighted average shares outstanding | 2,904,714 | 2,979,000 |
Basic net income (loss) per share | $ (0.13) | $ (0.03) |
Diluted net income (loss) per share | $ (0.13) | $ (0.03) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A common stockCommon Stock | Class B common stockCommon Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at beginning period at Jul. 26, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at beginning period (in Shares) at Jul. 26, 2020 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Common Stock | $ 288 | 24,712 | 25,000 | |||
Issuance of Common Stock (in shares) | 2,875,000 | |||||
Excess of cash received over Fair Value of Private Placement Warrants | 3,529,752 | 3,529,752 | ||||
Net loss | (792,587) | (792,587) | ||||
Issuance of 104,000 units to underwriters | $ 10 | 1,039,990 | 1,040,000 | |||
Issuance of 104,000 units to underwriters (in Shares) | 104,000 | |||||
Remeasurement of Class A common stock subject to possible redemption | $ 13,360,204 | $ (4,594,454) | (8,765,750) | (13,360,204) | ||
Balance at ending period at Dec. 31, 2020 | $ 10 | $ 288 | (9,558,337) | (9,558,039) | ||
Balance at ending period (in shares) at Dec. 31, 2020 | 104,000 | 2,875,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Offering costs | (241,091) | (241,091) | ||||
Net loss | (445,735) | (445,735) | ||||
Remeasurement of Class A common stock subject to possible redemption | (11,786) | (11,786) | ||||
Balance at ending period at Dec. 31, 2021 | $ 10 | $ 288 | $ (10,256,949) | $ (10,256,651) | ||
Balance at ending period (in shares) at Dec. 31, 2021 | 104,000 | 2,875,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) | 5 Months Ended |
Dec. 31, 2020shares | |
Underwriters | |
Number of shares issued | 104,000 |
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 loss | $ (792,587) | $ (445,735) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (1,242) | (11,786) |
Change in fair value of warrant liabilities | 369,286 | (759,227) |
Transaction costs | 225,763 | 8,211 |
Changes in working capital: | ||
Prepaid expenses | (292,740) | 160,000 |
Due to related party | 1,667 | |
Accounts payable and accrued expenses | 79,617 | 429,176 |
Net cash used in operating activities | (410,236) | (619,361) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (117,848,503) | |
Net cash used in investing activities | (117,848,503) | |
Cash flows from financing activities: | ||
Proceeds from issuance of founder shares | 25,000 | |
Proceeds from sale of private placement warrants | 6,481,550 | |
Proceeds from sale of Units, net of offering costs | 113,210,028 | |
Net cash provided by financing activities | 119,716,578 | |
Net change in cash | 1,457,839 | (619,361) |
Cash, beginning of the period | 0 | 1,457,839 |
Cash, end of period | 1,457,839 | 838,478 |
Non-cash investing and financing transactions: | ||
Initial measurement of warrants issued in connection with initial public offering accounted for as liabilities | 6,833,048 | |
Deferred underwriting commissions payable charged to additional paid in capital | 4,025,000 | |
Initial classification of common stock subject to possible redemption | 117,848,550 | |
Change in value of class A common stock subject to possible redemption | $ 1,195 | |
Offering in accrued offering | $ 249,302 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 – Organization and Business Operations Kingswood Acquisition Corp. (formerly Kingswood Global Holdings Inc.) (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on July 27, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). As of December 31, 2021, the Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) through December 31, 2021, relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and, since the completion of the Public Offering, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placed in the Trust Account (defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense). The Company has selected December 31 as its fiscal year end. Public Offering The Company completed the sale of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit on November 24, 2020. Simultaneous with the closing of the Public Offering, the Company completed the sale of 6,050,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant, which is discussed in Note 3. In connection with the Public Offering, the underwriters were granted a 30-day option from the date of the prospectus for the Public Offering to purchase up to 1,500,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. Simultaneously with the closing of the Public Offering, the underwriters elected to exercise its over-allotment option in full, which, at $10.00 per Unit, generated gross proceeds of $15,000,000. The Company, in parallel, consummated the private placement of an additional 431,550 Private Warrants at a price of $1.00 per Private Warrant, which generated total additional gross proceeds of $431,550. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). 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 $10.25 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 subject to redemption were recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, 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 until 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to consummate its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Our amended and restated certificate of incorporation may be amended with a stockholder vote to extend the time required to consummate a Business Combination. Liquidity, Capital Resources, and Going Concern As of December 31, 2021, the Company had cash of $838,478 and working capital of approximately $211,456. Our sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete a business combination, we would repay the Working Capital Loans. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants at a price of $1.00 per Private Warrant. As of December 31, 2020, no Working Capital Loans havebeen issued. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, in addition to the access to the Working Capital Loans, we may need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We have until May 23, 2022 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 23, 2022. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 . SUMMARY OF 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company and 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. Actual results could differ from those estimates. Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in a money market fund classified as cash equivalents within trust assets on the balance sheets. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4and Note 9) in accordance with ASC 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 transfers, 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 Sheet 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock features certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company has 11,500,000 Class A common stock outstanding that contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, at December 31, 2021, additional offering costs totaling $249,302 were recognized with $8,211 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other expense and $241,091 included in the statements of changes in stockholders deficit. Stock based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by directors of the Company at prices below fair value. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited and funds paid for the shares shall be refunded. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 18 months from the date of the IPO to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in October 2020 and November 2020 (“Grant Dates”), and the shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the transferred shares was approximately $218,000 . The excess fair value over the amount paid is $1,453,300 , which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial Business Combination. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share The Company has two classes of stock, which are referred to as redeemable Class A common stock and non-redeemable Class A and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 15,184,550 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the period from July 27, 2020 For the Year Ended (inception) through December 31, 2021 December 31, 2020 Net loss available to Redeemable Class A $ (354,027) $ (420,684) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption $ 11,500,000 $ 3,285,714 Basic and diluted net loss per share, redeemable Class A common stock (0.03) $ (0.13) Net loss available to non-redeemable Class A and Class B common stock (91,708) (371,903) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock $ 2,979,000 $ 2,904,714 Basic and diluted net loss per share, Class A and Class B common stock $ (0.03) $ (0.13) Recent Accounting Pronouncements August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 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 the ASU has on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 . INITIAL PUBLIC OFFERING Pursuant to the Public Offering on November 24, 2020, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and three-fourths of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each whole warrant will become exercisable on the later of the completion of the initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Public Offering, the underwriters elected to exercise their full over-allotment option of 1,500,000 Units at a purchase price of $10.00 per Unit. Upon closing the Public Offering and the sale of the Over-Allotment Units, a total of $117,848,550 ($10.25 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; and ● if, and only if, the reported closing 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 sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 our 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 our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our shares of Class A Common Stock during the 10-trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) of our shares of Class A Common Stock is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “-Redemption of Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 . PRIVATE PLACEMENT On November 24, 2020, simultaneously with the closing of the Public Offering and the closing of the exercise of the over-allotment option, the Sponsor and one of the Company’s directors purchased an aggregate of 6,481,550 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,481,550, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the Public Offering held in the Trust Account. The Private Warrants are identical to the Public Warrants sold in the Public Offering except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the shares of 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, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. 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 allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate its initial Business Combination within 18 months from the closing of the Public Offering, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares and any public shares purchased during or after the Public Offering (including in open-market and privately negotiated transactions) in favor of the Company’s initial Business Combination. All of the 11,500,000 Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Class A common stock are accounted for in accordance to codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2020, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 115,000,000 Less: Proceeds allocated to Public Warrants (3,881,250) Common stock issuance costs (6,629,209) Plus: Remeasurement of carrying value to redemption value 13,360,204 Contingently redeemable common stock $ 117,849,745 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 . RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 22, 2020 and November 3, 2020, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled, resulting in an aggregate of 2,875,000 Founder Shares outstanding and held by the Sponsor. Up to 375,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. In connection with the underwriters’ full exercise of their over-allotment option on November 24, 2020, the 375,000 Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of 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 initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. In October 2020 and November 2020 (“Grant Dates”) the Sponsor transferred a total of 270,000 Founder Shares to the Company’s directors. The shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. The Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the transferred shares was approximately $218,000. The excess fair value over the amount paid is $1,453,300, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial Business Combination. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note. This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Public Offering. The promissory was terminated on November 24, 2020 concurrently with the completion of the Public Offering. Working Capital 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per Private Warrant. At December 31, 2021 and 2020, no Working Capital Loans were outstanding. Administrative Service Fee Commencing on the date of the final prospectus for the Public Offering, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services as needed. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred and accrued $1,667 of administrative service fees as of December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 . COMMITMENTS AND CONTINGENCIES Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering, and the common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans (and the securities underlying such securities) 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 of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register 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, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. Simultaneously with the closing of the Public Offering on November 24, 2020, the underwriters fully exercised the over-allotment option to purchase 1,500,000 Units, generating an aggregate of gross proceeds of $15,000,000. On November 24, 2020, the Company paid a fixed underwriting discount of $0.20 per Unit, or $2.3 million in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full, of which $1,040,000 was paid in the form of 104,000 Units and $1,260,000 was paid in cash. Additionally, a deferred underwriting discount of $0.35 per Unit, or $4.02 million in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Business Combination In connection with the initial Business Combination, the company engaged Oppenheimer & Co. Inc. and SPAC Advisory Partners LLC to act as its financial advisors, each will be entitled to customary fees in such capacity, with payment due at, and conditioned upon, the closing of the Business Combination. |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' (DEFICIT) EQUITY | |
STOCKHOLDERS' (DEFICIT) EQUITY | Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preferred shares issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class A common stock. At December 31, 2021 and 2020, there were 11,500,000 shares of Class A common stock issued or outstanding subject to possible redemption and 104,000 shares of Class A common stock not subject to redemption held by the underwriters and/or its designees. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B common stock. There were 2,875,000 shares of Class B common stock issued and outstanding at December 31, 2021 and 2020. 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, except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of all shares of Class A common stock issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the Public Offering, plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination(including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Income Tax | NOTE 8 – INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets Organizational costs/Startup expenses $ 249,918 $ 71,519 Federal Net Operating Loss 42,889 17,375 Total deferred tax assets 292,807 88,893 Valuation Allowance (292,807) (88,893) Deferred tax assets $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from July 27, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current — — Deferred (203,914) (88,893) States Current — — Deferred — — Change in valuation allowance 203,914 88,893 Income tax provision $ — $ — As of December 31, 2021 and December 31, 2020, the Company had $204,234 and $82,736 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $203,914. For the period from July 27, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $88,893. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Transaction costs (0.4) (9.8) Change in fair value of Derivative Liabilities 35.8 % — % Change in valuation allowance (56.4) % (11.2) % Income tax provision — % — % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities since inception. |
RECURRING FAIR VALUE MEASUREMEN
RECURRING FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
RECURRING FAIR VALUE MEASUREMENTS | |
RECURRING FAIR VALUE MEASUREMENTS | NOTE 9 . RECURRING FAIR VALUE MEASUREMENTS The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The following table presents fair value information as of December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of U.S. Money Market funds, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on quoted prices in an active market for identical assets. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. At March 31, 2021 the Company reclassified the Public Warrants from a Level 3 to a Level 1 classification. The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2021 and 2020: December 31, 2020 Level 1 Level 2 Level 3 Assets: U.S. Mutual Funds held in Trust Account(1) $ 117,849,745 $ — $ — Liabilities: Private Placement Warrants $ — $ — $ 3,148,584 Public Warrants $ — $ — 4,053,750 December 31, 2021 Level 1 Level 2 Level 3 Assets: U.S. Mutual Funds held in Trust Account(1) $ 117,861,531 $ — $ — Liabilities: Private Placement Warrants $ — $ — $ 2,820,607 Public Warrants $ 3,622,500 $ — — (1) Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. 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. Measurement On December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Warrants. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the modified Black Scholes option pricing model for the Private Placement Warrants were as follows: December 31, December 31, Input 2021 2020 Stock price $ 10.10 $ 10.00 Exercise price $ 11.50 $ 11.50 Term (years) 5.0 5.0 Risk free rate 1.26 % 0.36 % Dividend yield — % — % Volatility 10 % 13 % On December 31, 2021 the Company’s Public Warrants were separately trading in an active market and valuation of the Company’s Public Warrant liability was determined based upon the market price at December 31, 2021. At December 31, 2020, the Company used a Monte Carlo simulation model to value the Public Warrants. The key inputs into the Monte Carlo simulation for the Public Warrants were as follows: December 31, Input 2020 Stock price $ 10.00 Exercise price $ 11.50 Risk free rate 0.36 % Trading days per year 252 Annual volatility 13.0 % The Company’s use of models required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the IPO date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Warrants classified as Level 3: Total Warrant Liabilities Fair value as of December 31, 2020 $ 7,202,334 Transfers to Level 1 (1) (4,571,250) Change in fair value (189,523) Fair value as of December 31, 2021 $ 2,820,607 (1) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
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 a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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 (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company and 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. Actual results could differ from those estimates. |
Marketable securities held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in a money market fund classified as cash equivalents within trust assets on the balance sheets. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Warrant Liabilities | Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4and Note 9) in accordance with ASC 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 transfers, 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 Sheet 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock features certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company has 11,500,000 Class A common stock outstanding that contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, at December 31, 2021, additional offering costs totaling $249,302 were recognized with $8,211 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other expense and $241,091 included in the statements of changes in stockholders deficit. |
Stock based Compensation | Stock based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by directors of the Company at prices below fair value. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited and funds paid for the shares shall be refunded. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 18 months from the date of the IPO to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in October 2020 and November 2020 (“Grant Dates”), and the shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the transferred shares was approximately $218,000 . The excess fair value over the amount paid is $1,453,300 , which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial Business Combination. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company has two classes of stock, which are referred to as redeemable Class A common stock and non-redeemable Class A and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 15,184,550 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the period from July 27, 2020 For the Year Ended (inception) through December 31, 2021 December 31, 2020 Net loss available to Redeemable Class A $ (354,027) $ (420,684) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption $ 11,500,000 $ 3,285,714 Basic and diluted net loss per share, redeemable Class A common stock (0.03) $ (0.13) Net loss available to non-redeemable Class A and Class B common stock (91,708) (371,903) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock $ 2,979,000 $ 2,904,714 Basic and diluted net loss per share, Class A and Class B common stock $ (0.03) $ (0.13) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 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 the ASU has on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of net (income) loss per common share | For the period from July 27, 2020 For the Year Ended (inception) through December 31, 2021 December 31, 2020 Net loss available to Redeemable Class A $ (354,027) $ (420,684) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption $ 11,500,000 $ 3,285,714 Basic and diluted net loss per share, redeemable Class A common stock (0.03) $ (0.13) Net loss available to non-redeemable Class A and Class B common stock (91,708) (371,903) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock $ 2,979,000 $ 2,904,714 Basic and diluted net loss per share, Class A and Class B common stock $ (0.03) $ (0.13) |
PRIVARE PLACEMENT (Tables)
PRIVARE PLACEMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
Schedule of reconciliation of common stock reflected on the balance sheet | As of December 31, 2020, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 115,000,000 Less: Proceeds allocated to Public Warrants (3,881,250) Common stock issuance costs (6,629,209) Plus: Remeasurement of carrying value to redemption value 13,360,204 Contingently redeemable common stock $ 117,849,745 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Schedule of Company's deferred tax assets | The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets Organizational costs/Startup expenses $ 249,918 $ 71,519 Federal Net Operating Loss 42,889 17,375 Total deferred tax assets 292,807 88,893 Valuation Allowance (292,807) (88,893) Deferred tax assets $ — $ — |
Schedule of reconciliation of the income tax expense (benefit) | December 31, December 31, 2021 2020 Deferred tax assets Organizational costs/Startup expenses $ 249,918 $ 71,519 Federal Net Operating Loss 42,889 17,375 Total deferred tax assets 292,807 88,893 Valuation Allowance (292,807) (88,893) Deferred tax assets $ — $ — |
Schedule reconciliation of the federal income tax rate to the Company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Transaction costs (0.4) (9.8) Change in fair value of Derivative Liabilities 35.8 % — % Change in valuation allowance (56.4) % (11.2) % Income tax provision — % — % |
RECURRING FAIR VALUE MEASUREM_2
RECURRING FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Company's assets that are measured at fair value on a recurring basis | December 31, 2020 Level 1 Level 2 Level 3 Assets: U.S. Mutual Funds held in Trust Account(1) $ 117,849,745 $ — $ — Liabilities: Private Placement Warrants $ — $ — $ 3,148,584 Public Warrants $ — $ — 4,053,750 December 31, 2021 Level 1 Level 2 Level 3 Assets: U.S. Mutual Funds held in Trust Account(1) $ 117,861,531 $ — $ — Liabilities: Private Placement Warrants $ — $ — $ 2,820,607 Public Warrants $ 3,622,500 $ — — (1) |
Schedule of reconciliation of changes in fair value of warrants | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Warrants classified as Level 3: Total Warrant Liabilities Fair value as of December 31, 2020 $ 7,202,334 Transfers to Level 1 (1) (4,571,250) Change in fair value (189,523) Fair value as of December 31, 2021 $ 2,820,607 (1) |
Private Placement. | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of fair value measurements of key inputs | December 31, December 31, Input 2021 2020 Stock price $ 10.10 $ 10.00 Exercise price $ 11.50 $ 11.50 Term (years) 5.0 5.0 Risk free rate 1.26 % 0.36 % Dividend yield — % — % Volatility 10 % 13 % |
Public Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of fair value measurements of key inputs | December 31, Input 2020 Stock price $ 10.00 Exercise price $ 11.50 Risk free rate 0.36 % Trading days per year 252 Annual volatility 13.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of 104,000 units to underwriters | $ 1,040,000 | ||
Share price per share | $ 10.25 | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination | 18 months | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Cash | 1,457,839 | $ 838,478 | |
Threshold business days for redemption of public shares | 10 days | ||
Working capital | $ 211,456 | ||
Working Capital Loans | |||
Subsidiary, Sale of Stock [Line Items] | |||
Working capital loans issued | $ 0 | ||
Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of Warrant or Right, Price of Warrants or Rights | $ 1 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Additional warrants exercise price | $ 1 | ||
IPO | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 10,000,000 | ||
Share price per share | $ 10 | ||
Exercise price of warrant | $ 11.50 | ||
Underwriters | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 1,500,000 | ||
Share price per share | $ 10 | ||
Gross proceeds from sale of units | $ 15,000,000 | ||
Threshold period for option to purchase additional Units to cover over-allotments | 30 days | ||
Private Placement. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Additional warrants issued | 431,550 | ||
Proceeds from additional warrants issued | $ 431,550 | ||
Private Placement. | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,050,000 | ||
Private Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrant | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Nov. 24, 2020 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Federal Depository Insurance Coverage | $ 250,000 | |||
Offering costs | 249,302 | |||
Accrued for interest and penalties | 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | ||
Underwriting discount | 8,211 | |||
Deferred underwriters' compensation | 4,025,000 | $ 4,025,000 | ||
Other offering costs | $ 241,091 | |||
Shares excluded since their inclusion would be anti-dilutive | 15,184,550 | |||
Threshold period for transfer of founder shares held by director | 1 year | |||
Maximum period for consummation of business combination | 18 months | |||
Grant date fair value per share | $ 6.19 | |||
Grants in period | 270,000 | |||
Grant date fair value | $ 1,671,300 | |||
Aggregate amount paid | 218,000 | |||
Unrecognized share based compensation expense | $ 1,453,300 | |||
Class A common stock | ||||
Shares subject to possible redemption | 11,500,000 | |||
Underwriters | ||||
Underwriting discount | $ 2,300,000 | |||
Deferred underwriters' compensation | $ 4,020,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Redeemable Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss available to Redeemable Class A | $ (420,684) | $ (354,027) |
Basic weighted average shares outstanding | 3,285,714 | 11,500,000 |
Diluted weighted average shares outstanding | 3,258,714 | 11,500,000 |
Basic net loss per share | $ (0.13) | $ (0.03) |
Diluted net loss per share | $ (0.13) | $ (0.03) |
Non- redeemable Class A and Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss) available to Non-Redeemable Class A and Class B | $ (371,903) | $ (91,708) |
Basic weighted average shares outstanding | 2,904,714 | 2,979,000 |
Diluted weighted average shares outstanding | 2,904,714 | 2,875,000 |
Basic net loss per share | $ (0.13) | $ (0.03) |
Diluted net loss per share | $ (0.13) | $ (0.03) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Price per share | $ 10.25 | ||||
Warrants exercisable term from the closing of the initial public offering | 12 months | ||||
Public Warrants expiration term | 5 years | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants exercisable term from the closing of the initial public offering | 12 months | ||||
Public Warrants expiration term | 5 years | ||||
Underwriters | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 1,500,000 | ||||
Price per share | $ 10 | ||||
Amount held in Trust | $ 117,848,550 | ||||
Unit price | $ 10.25 | ||||
Class A common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Additional shares issued with the closing of business combination (in dollars per share) | 9.20 | ||||
Class A common stock | IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 10,000,000 | ||||
Price per share | $ 10 | ||||
Number of shares in a unit | 1 | ||||
Common stock, par value | $ 0.0001 | ||||
Number of shares issuable per warrant | 3 | ||||
Exercise price of warrants | $ 11.50 | ||||
Unit price | $ 10 | ||||
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | Class A common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Price per share | $ 18 |
INITIAL PUBLIC OFFERING - Warra
INITIAL PUBLIC OFFERING - Warrants (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants expiration term | 5 years |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Number of days to file registration statement | 15 days |
Period for registration statement to become effective | 60 days |
Percentage Of Exercise Price Of Public Warrants Is Adjusted Higher Than Market Value Of Newly Issued Price | 115.00% |
Trading days determining volume weighted average price | 10 years |
Warrants | |
Class of Warrant or Right [Line Items] | |
Public Warrants expiration term | 5 years |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Threshold business days before sending notice of redemption to warrant holders | 3 days |
Redemption period | 30 days |
Trading days for redemption of public warrants | 20 days |
Warrant Redemption Measurement Period | 30 days |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination | 30 days | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination | 18 months | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units (in shares) | 11,500,000 | |
Private Placement. | Sponsor and one director | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 6,481,550 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 6,481,550 |
PRIVATE PLACEMENT - Schedule of
PRIVATE PLACEMENT - Schedule of Reconciliation of Common Stock Reflected On the Balance Sheet (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Plus: Remeasurement of carrying value to redemption value | $ (13,360,204) | $ (11,786) |
Contingently redeemable common stock | 117,849,745 | $ 117,861,531 |
Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds from IPO | 115,000,000 | |
Less: Proceeds allocated to Public Warrants | (3,881,250) | |
Less: Common stock issuance costs | (6,629,209) | |
Plus: Remeasurement of carrying value to redemption value | 13,360,204 | |
Contingently redeemable common stock | $ 117,849,745 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Nov. 24, 2020$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021D$ / sharesshares | Nov. 03, 2020shares | Oct. 22, 2020shares | Sep. 30, 2020$ / sharesshares | Jul. 31, 2020$ / sharesshares |
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Price per share | $ / shares | $ 10.25 | ||||||||
Grant date fair value per share | $ / shares | $ 6.19 | ||||||||
Grant date fair value | $ | $ 1,671,300 | ||||||||
Grants in period | shares | 270,000 | ||||||||
Aggregate amount paid | $ | $ 218,000 | ||||||||
Unrecognized share based compensation expense | $ | $ 1,453,300 | ||||||||
Underwriters | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share | $ / shares | $ 10 | ||||||||
Number of shares issued | shares | 104,000 | ||||||||
Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares outstanding (in shares) | shares | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | |||||
Class B common stock | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares no longer subject to forfeiture | shares | 375,000 | ||||||||
Class B common stock | Sponsor | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Price per share | $ / shares | $ 0.006 | ||||||||
Number of shares issued | shares | 4,312,500 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Number of shares forfeited | shares | 1,437,500 | 1,437,500 | |||||||
Common shares, shares outstanding (in shares) | shares | 2,875,000 | ||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Administrative service fees incurred and accrued | $ 1,667 | $ 1,667 |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 10,000 | |
Administrative service fees incurred and accrued | 1,667 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum amounts of transaction | 300,000 | |
Working Capital Loans | ||
Related Party Transaction [Line Items] | ||
Maximum amounts of transaction | 0 | |
Maximum loans convertible into warrants | $ 1,500,000 | |
Price of warrants (in dollars per share) | $ 1 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Underwriting Agreement (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
COMMITMENTS | |||
Underwriting discount | $ 8,211 | ||
Deferred underwriters' compensation | $ 4,025,000 | $ 4,025,000 | |
Underwriters | |||
COMMITMENTS | |||
Threshold period for option to purchase additional Units to cover over-allotments | 30 days | ||
Common stock, shares authorized | 1,500,000 | ||
Unit price | $ 10 | ||
Number of units issued | 1,500,000 | ||
Gross proceeds from sale of units | $ 15,000,000 | ||
Underwriting fee per unit | $ 0.20 | ||
Underwriting discount | $ 2,300,000 | ||
Underwriting commission paid in the form of units | $ 1,040,000 | ||
Number of units available | 104,000 | ||
Underwriting commission paid in cash | $ 1,260,000 | ||
Deferred fee per unit | $ 0.35 | ||
Deferred underwriters' compensation | $ 4,020,000 |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 31, 2020 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 |
STOCKHOLDERS' (DEFICIT) EQUIT_2
STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock Shares (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2020VoteUSD ($)$ / sharesshares | Sep. 30, 2020VoteUSD ($)$ / sharesshares | Jul. 31, 2020VoteUSD ($)$ / sharesshares | |
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 | 1 | 1 |
Shares subject to possible redemption | 11,500,000 | |||
Common Stock Shares Not Subject To Redemption | 104,000 | |||
Class A Common Stock subject to possible redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares issued (in shares) | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 |
Common shares, shares outstanding (in shares) | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 |
Shares subject to possible redemption | 11,500,000 | 11,500,000 | ||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 104,000 | 104,000 | ||
Common shares, shares outstanding (in shares) | 104,000 | 104,000 | ||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | $ | 1 | 1 | 1 | 1 |
Common shares, shares issued (in shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Common shares, shares outstanding (in shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% |
INCOME TAX - Company's deferred
INCOME TAX - Company's deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 249,918 | $ 71,519 |
Federal Net Operating loss | 42,889 | 17,375 |
Total deferred tax asset | 292,807 | 88,893 |
Valuation allowance | $ (292,807) | $ (88,893) |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of the income tax expense (benefit) (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Deferred | $ (88,893) | $ (203,914) |
States | ||
Change in valuation allowance | $ 88,893 | $ 203,914 |
INCOME TAX - Additional informa
INCOME TAX - Additional information (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2020 | Jul. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Change in the valuation allowance | $ 88,893 | $ 203,914 | ||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryovers, which do not expire | 82,736 | 204,234 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryovers, which do not expire | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAX - Reconciliation o_2
INCOME TAX - Reconciliation of the federal income tax rate to the Company effective tax rate (Details) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Transaction costs | (9.80%) | (0.40%) |
Change in fair value of Derivative Liabilities | 35.80% | |
Change in valuation allowance | (11.20%) | (56.40%) |
RECURRING FAIR VALUE MEASUREM_3
RECURRING FAIR VALUE MEASUREMENTS (Details) - Recurring - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | Public Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities held in trust account | $ 3,622,500 | |
Level 2 | Public Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities held in trust account | $ 0 | |
Level 2 | Private Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities held in trust account | 0 | |
Level 3 | Public Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities held in trust account | 4,053,750 | |
Level 3 | Private Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities held in trust account | 2,820,607 | 3,148,584 |
U.S. Mutual Funds held in Trust Account(1) | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets held in Trust Account | $ 117,861,531 | 117,849,745 |
U.S. Mutual Funds held in Trust Account(1) | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets held in Trust Account | 0 | |
U.S. Mutual Funds held in Trust Account(1) | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets held in Trust Account | $ 0 |
RECURRING FAIR VALUE MEASUREM_4
RECURRING FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2021$ / sharesY | Dec. 31, 2020$ / sharesDY |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 13 | |
Stock price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 10.10 | 10 |
Stock price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 10 | |
Exercise price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 11.50 | 11.50 |
Exercise price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 11.50 | |
Term (in years) | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | Y | 5 | 5 |
Risk-free rate | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 1.26 | 0.36 |
Risk-free rate | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 0.36 | |
Trading days per year | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | D | 252 | |
Volatility | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 10 | 13 |
RECURRING FAIR VALUE MEASUREM_5
RECURRING FAIR VALUE MEASUREMENTS - Changes in Fair value of the beginning and ending for our warrant classified (Details) - Private Placement Warrants | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2020 | $ 7,202,334 |
Transfers to Level 1 (1) | (4,571,250) |
Change in fair value | (189,523) |
Fair value as of December 31, 2021 | $ 2,820,607 |
RECURRING FAIR VALUE MEASUREM_6
RECURRING FAIR VALUE MEASUREMENTS - Additional information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants expiration term | 5 years |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Warrants exercisable term from the closing of the initial public offering | 12 months |