Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-40185 | |
Entity Registrant Name | PWP Forward Acquisition Corp. I | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3098890 | |
Entity Address, Address Line One | 767 Fifth Avenue | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10153 | |
City Area Code | 212 | |
Local Phone Number | 287-3200 | |
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 Central Index Key | 0001825739 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | FRWAU | |
Security Exchange Name | NASDAQ | |
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 | FRW | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 21,163,433 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | FRWAW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,290,858 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 290,393 | $ 941,664 |
Prepaid expenses | 191,624 | 269,374 |
Total current assets | 482,017 | 1,211,038 |
Deferred tax asset | 11,315 | |
Investments held in Trust Account | 211,916,627 | 211,645,419 |
Total Assets | 212,409,959 | 212,856,457 |
Current liabilities: | ||
Accounts payable | 181,467 | 155,305 |
Accrued expenses | 124,264 | |
Current taxes payable | 7,190 | |
Franchise tax payable | 20,000 | 200,050 |
Total current liabilities | 208,657 | 479,619 |
Deferred legal fees | 1,482,709 | 1,370,000 |
Derivative warrant liabilities | 1,509,800 | 6,710,250 |
Deferred underwriting commissions | 7,407,202 | 7,407,202 |
Total Liabilities | 10,608,368 | 15,967,071 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 21,163,433 shares at $10.00 as of June 30, 2022 and December 31, 2021 (Note 5) | 211,634,330 | 211,634,330 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding as of June 30, 2022 and December 31, 2021 | ||
Accumulated deficit | (9,833,268) | (14,745,473) |
Total stockholders' deficit | (9,832,739) | (14,744,944) |
Total liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 212,409,959 | 212,856,457 |
Class B Common Stock | ||
Stockholders' Deficit: | ||
Common stock | $ 529 | $ 529 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Temporary Equity, par value, (per share) | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 21,163,433 | 21,163,433 |
Temporary equity, redemption value per share | $ 10 | $ 10 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 80,000,000 | 80,000,000 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,290,858 | 5,290,858 |
Common shares, shares outstanding | 5,290,858 | 5,290,858 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
General and administrative expenses | $ 154,265 | $ 726,398 | $ 403,578 | $ 976,540 |
Related party expenses | 30,000 | 30,000 | 60,000 | 40,000 |
Franchise tax expenses | 50,000 | 49,232 | 100,000 | 97,667 |
Loss from operations | (234,265) | (805,630) | (563,578) | (1,114,207) |
Other income (expense) | ||||
Change in fair value of derivative warrant liabilities | 1,342,050 | 2,600,220 | 5,200,450 | 2,600,220 |
Offering costs associated with derivative warrant liabilities | (397,160) | |||
Income from investments held in Trust Account | 257,308 | 3,147 | 271,208 | 3,640 |
Net income before income taxes | 1,365,093 | 1,797,737 | 4,908,080 | 1,092,493 |
Income tax benefit | (4,125) | (4,125) | ||
Net income | 1,369,218 | 1,797,737 | 4,912,205 | 1,092,493 |
Class A Common Stock | ||||
Other income (expense) | ||||
Net income | $ 1,095,374 | $ 1,438,190 | $ 3,929,764 | $ 780,667 |
Weighted average shares outstanding, basic | 21,163,433 | 21,163,433 | 21,163,433 | 12,940,113 |
Weighted average shares outstanding, diluted | 21,163,433 | 21,163,433 | 21,163,433 | 12,940,113 |
Basic net income per share | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 |
Diluted net income per share | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 |
Class B Common Stock | ||||
Other income (expense) | ||||
Net income | $ 273,844 | $ 359,547 | $ 982,441 | $ 311,826 |
Weighted average shares outstanding, basic | 5,290,858 | 5,290,858 | 5,290,858 | 5,168,730 |
Weighted average shares outstanding, diluted | 5,290,858 | 5,290,858 | 5,290,858 | 5,168,730 |
Basic net income per share | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 |
Diluted net income per share | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A Common Stock | Class B Common Stock Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Balance at the beginning at Dec. 31, 2020 | [1] | $ 575 | $ 24,425 | $ (11,205) | $ 13,795 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Excess cash received over the fair value of the private warrants | 581,716 | 581,716 | |||||
Forfeiture of Class B common stock | $ (46) | 46 | |||||
Forfeiture of Class B common stock (in shares) | (459,142) | ||||||
Accretion of Class A common stock subject to possible redemption amount (Note 6) | (606,187) | (17,292,391) | (17,898,578) | ||||
Net income (loss) | (705,244) | (705,244) | |||||
Balance at the end at Mar. 31, 2021 | $ 529 | (18,008,840) | (18,008,311) | ||||
Balance at the end (in shares) at Mar. 31, 2021 | 5,290,858 | ||||||
Balance at the beginning at Dec. 31, 2020 | [1] | $ 575 | $ 24,425 | (11,205) | 13,795 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 780,667 | $ 311,826 | 1,092,493 | ||||
Balance at the end at Jun. 30, 2021 | $ 529 | (16,211,103) | (16,210,574) | ||||
Balance at the end (in shares) at Jun. 30, 2021 | 5,290,858 | ||||||
Balance at the beginning at Mar. 31, 2021 | $ 529 | (18,008,840) | (18,008,311) | ||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,290,858 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 1,438,190 | 359,547 | 1,797,737 | 1,797,737 | |||
Balance at the end at Jun. 30, 2021 | $ 529 | (16,211,103) | (16,210,574) | ||||
Balance at the end (in shares) at Jun. 30, 2021 | 5,290,858 | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 529 | (14,745,473) | (14,744,944) | ||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,290,858 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 3,542,987 | 3,542,987 | |||||
Balance at the end at Mar. 31, 2022 | $ 529 | (11,202,486) | (11,201,957) | ||||
Balance at the end (in shares) at Mar. 31, 2022 | 5,290,858 | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 529 | (14,745,473) | (14,744,944) | ||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,290,858 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 3,929,764 | 982,441 | 4,912,205 | ||||
Balance at the end at Jun. 30, 2022 | $ 529 | (9,833,268) | (9,832,739) | ||||
Balance at the end (in shares) at Jun. 30, 2022 | 5,290,858 | ||||||
Balance at the beginning at Mar. 31, 2022 | $ 529 | (11,202,486) | (11,201,957) | ||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 5,290,858 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ 1,095,374 | $ 273,844 | 1,369,218 | 1,369,218 | |||
Balance at the end at Jun. 30, 2022 | $ 529 | $ (9,833,268) | $ (9,832,739) | ||||
Balance at the end (in shares) at Jun. 30, 2022 | 5,290,858 | ||||||
[1]This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares | 6 Months Ended | |||
Mar. 18, 2021 | Mar. 16, 2021 | Jun. 30, 2022 | Oct. 06, 2020 | |
Over-allotment option | ||||
Number of units sold | 1,163,433 | 1,163,433 | 3,000,000 | |
Class B Common Stock | ||||
Shares subject to forfeiture | 459,142 | |||
Class B Common Stock | Over-allotment option | ||||
Shares subject to forfeiture | 750,000 | 750,000 | ||
Number of units sold | 1,163,433 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 4,912,205 | $ 1,092,493 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Offering costs associated with derivative warrant liabilities | 397,160 | |
Change in fair value of derivative warrant liabilities | (5,200,450) | (2,600,220) |
Income from investments held in Trust Account | (271,208) | (3,640) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 77,750 | (396,447) |
Deferred tax asset | (11,315) | |
Accounts payable | 26,162 | (158,505) |
Accrued expenses | (124,264) | |
Current taxes payable | 7,190 | |
Franchise tax payable | (180,050) | 95,914 |
Deferred legal fees | 112,709 | 747,456 |
Net cash used in operating activities | (651,271) | (825,789) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (211,634,330) | |
Net cash used in investing activities | (211,634,330) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (300,000) | |
Proceeds received from initial public offering and over-allotment exercise, gross | 211,634,330 | |
Proceeds received from private placements | 6,232,687 | |
Reimbursement from underwriter | 634,903 | |
Offering costs paid | (5,006,762) | |
Net cash provided by financing activities | 213,195,158 | |
Net increase/(decrease) in cash | (651,271) | 735,039 |
Cash - beginning of the period | 941,664 | 293,179 |
Cash - end of the period | $ 290,393 | 1,028,218 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accounts payable | 65,000 | |
Offering costs included in accrued expenses | 70,000 | |
Reversal of accrued expenses | 9,250 | |
Reclassification of outstanding accounts payable to deferred legal fees | 160,668 | |
Deferred legal fees in connection with the initial public offering | 217,231 | |
Deferred underwriting commissions | $ 7,407,202 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations PWP Forward Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on September 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from September 9, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and the search for a target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is PWP Forward Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective March 9, 2021. On March 12, 2021, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 5). On March 16, 2021, the underwriters partially exercised the over-allotment option, forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $11.6 million and incurring additional offering costs of approximately $640,000, of which approximately $407,000 was for deferred underwriting fees (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment on March 18, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 155,124 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $233,000. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $211.6 million ($10.00 per Unit) of the net proceeds from the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds have been, and will continue to be invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 12, 2023 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period; in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of June 30, 2022, the Company had approximately $290,000 in its operating bank account, approximately $271,000 of interest income available in the Trust Account to pay for tax obligations and working capital of approximately $293,000. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and loan proceeds from the Company’s Sponsor of $300,000. The loan was repaid in full with the proceeds from the Initial Public Offering and Private Placement. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there are no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. Management has also determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by March 12, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 12, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that although it is reasonably possible that the pandemic 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 the financial statements. Accordingly, the financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022 and December 31, 2021, there were no cash equivalents held outside of the Trust Account. Investments held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in Trust Account. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The 4,232,686 warrants issued in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The estimated fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make-whole table, per the warrant agreement, at the earliest possible date. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Public and Private Placement Warrants at June 30, 2022 and December 31, 2021, is based on observable listed prices for such warrants. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and are presented as nonoperating expenses in the statements of operations. Upon the completion of the Initial Public Offering, costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A shares. In connection with the reclassification of Class A common stock to temporary equity (see Note 7), the offering costs were reclassified to accumulated deficit in the statements of changes in stockholders’ equity (deficit). The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022, and December 31, 2021, the 21,163,433 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The redemption value of the redeemable common stock as of June 30, 2022 is unchanged as the income earned on the Trust Account did not exceed the Company’s expected tax obligations plus up to $100,000 to pay dissolution expenses (see Note 1). Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 tax 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 June 30, 2022 and December 31, 2021, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major tax authorities since inception. The Company’s effective tax rate was 0.32% and 0.08% for the three and six months ended June 30, 2022, respectively, and 0.00% for three and six months ended June 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, respectively, due to the valuation allowance on the deferred tax assets. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 8,387,810 shares of common stock in the calculation of diluted income (per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present 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 Six Months Ended June 30,2022 For The Six Months Ended June 30,2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 3,929,764 $ 982,441 $ 780,667 $ 311,826 Denominator: Basic and diluted weighted average common stock outstanding 21,163,433 5,290,858 12,940,113 5,168,730 Basic and diluted net income per common stock $ 0.19 $ 0.19 $ 0.06 $ 0.06 For The Three Months Ended June 30, 2022 For The Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,095,374 $ 273,844 $ 1,438,190 $ 359,547 Denominator: Basic and diluted weighted average common stock outstanding 21,163,433 5,290,858 21,163,433 5,290,858 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.07 $ 0.07 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 - Initial Public Offering On March 12, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 were for deferred underwriting commissions and deferred legal fees, respectively. On March 16, 2021, the underwriters partially exercised the over-allotment option, forfeited the remaining option and on March 18, 2021, purchased an additional 1,163,433 Over-Allotment Units, generating gross proceeds of approximately $11.6 million and incurring additional offering costs of approximately $640,000 (of which approximately $407,000 was for deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On October 6, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). The Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the 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 (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Our board of directors, in exercising its business judgment and subject to its fiduciary duties, may seek one or more amendments to or waivers of such agreements in connection with the consummation of our initial Business Combination. Any such amendments or waivers would not require approval from our stockholders and may result in the completion of our initial Business Combination that may not otherwise have been possible. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million. Concurrent with the closing of the Over-Allotment, the Company issued 155,124 Private Placement Warrants to the Sponsor in a private placement, generating gross proceeds to the Company of approximately $233,000. The excess amount of $581,716 received over the fair value ($5,440,000) of the Private Placement Warrants was recorded into additional paid-in capital in stockholders’ equity. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of June 30, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay an entity related to the Sponsor a total of $10,000 per month for office space, administrative and support services. During the three months ended June 30, 2022 and 2021, the Company incurred $30,000 and $30,000, respectively, for these support services. During the six months ended June 30, 2022 and 2021, the Company incurred $60,000 and $40,000, respectively, for these support services. The amounts due to the related party of $160,000 and $100,000, as of June 30, 2022, and December 31, 2021, respectively, are included in accounts payable on the balance sheet. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares are entitled to registration rights pursuant to a registration and stockholder rights agreement. The holders of these securities are entitled to make up to three demands that the Company registers such securities, subject to specified conditions. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,163,433 Units and forfeited the remainder of the option. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the closing of the Over-Allotment on March 18, 2021, the underwriters were entitled to an additional fee of approximately $233,000 paid upon closing and approximately $407,000 in deferred underwriting commissions. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer a portion of their fees (“Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of June 30, 2022 and December 31, 2021, the Company had deferred legal fees of approximately $1.5 million and $1.4 million, respectively, in connection with such services on the accompanying balance sheet. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of June 30, 2022, the Company had 4,232,686 Public Warrants and 4,155,124 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of 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 elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 : ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a 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. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Class A Common Stock Subject to Possible Redemption | |
Class A Common Stock Subject to Possible Redemption | Note 7 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 80,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 21,163,433 shares of Class A common stock outstanding, all of which were subject to possible redemption and are classified outside of stockholders’ (“permanent”) equity in the balance sheets. The Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering and Over-Allotment $ 211,634,330 Less: Fair value of Public Warrants at issuance (including Over-Allotment) (5,756,450) Offering costs allocated to Class A common stock subject to possible redemption (12,142,128) Plus: Accretion on Class A common stock subject to possible redemption amount 17,898,578 Class A common stock subject to possible redemption $ 211,634,330 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 8 — Stockholders’ Equity (Deficit) Preferred Stock — Class A Common Stock — Class B Common Stock — As of June 30, 2022 and December 31, 2021, there were 5,290,858 shares of Class B common stock issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements At issuance, the Company utilized a binomial / lattice model to estimate the fair value of the Public Warrants and Private Placement Warrants, including the warrants issued in connection with the Over-Allotment. The binomial / lattice model assumed optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The estimated fair value of the Public Warrants and Private Placement Warrants was determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its ordinary shares based on historical volatility of select peer companies that matched the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated remaining at zero. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: June 30, 2022 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 211,916,627 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 761,880 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 747,920 $ — December 31, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 211,645,419 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 3,386,150 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 3,324,100 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Public Warrants at June 30, 2022 and December 31, 2021, is based on observable listed prices for such warrants. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For the three months ended June 30, 2022 and 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $1.3 million and $2.6 million, respectively, which is presented in the accompanying statements of operations. For the six months ended June 30, 2022 and 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $5.2 million and $2.6 million, respectively, which is presented in the accompanying statements of operations. The change in the fair value of Level 3 derivative warrant liabilities for the six months ended June 30, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at March 12, 2021 (inception) $ — Issuance of Public and Private Warrants 11,407,420 Change in fair value of derivative warrant liabilities — Level 3 - Derivative warrant liabilities at March 31, 2021 11,407,420 Transfer of Public Warrants to Level 1 (5,756,450) Transfer of Private Placement Warrants to Level 2 (5,650,970) Derivative warrant liabilities at June 30, 2021 $ — There are no instruments, measured with significant Level 3 inputs, outstanding during the six months ended June 30, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
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 unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. |
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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022 and December 31, 2021, there were no cash equivalents held outside of the Trust Account. |
Investments held in Trust Account | Investments held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in Trust Account. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The 4,232,686 warrants issued in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The estimated fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make-whole table, per the warrant agreement, at the earliest possible date. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Public and Private Placement Warrants at June 30, 2022 and December 31, 2021, is based on observable listed prices for such warrants. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and are presented as nonoperating expenses in the statements of operations. Upon the completion of the Initial Public Offering, costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A shares. In connection with the reclassification of Class A common stock to temporary equity (see Note 7), the offering costs were reclassified to accumulated deficit in the statements of changes in stockholders’ equity (deficit). The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022, and December 31, 2021, the 21,163,433 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The redemption value of the redeemable common stock as of June 30, 2022 is unchanged as the income earned on the Trust Account did not exceed the Company’s expected tax obligations plus up to $100,000 to pay dissolution expenses (see Note 1). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 tax 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 June 30, 2022 and December 31, 2021, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major tax authorities since inception. The Company’s effective tax rate was 0.32% and 0.08% for the three and six months ended June 30, 2022, respectively, and 0.00% for three and six months ended June 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, respectively, due to the valuation allowance on the deferred tax assets. |
Net Income Per Common Share | Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 8,387,810 shares of common stock in the calculation of diluted income (per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present 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 Six Months Ended June 30,2022 For The Six Months Ended June 30,2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 3,929,764 $ 982,441 $ 780,667 $ 311,826 Denominator: Basic and diluted weighted average common stock outstanding 21,163,433 5,290,858 12,940,113 5,168,730 Basic and diluted net income per common stock $ 0.19 $ 0.19 $ 0.06 $ 0.06 For The Three Months Ended June 30, 2022 For The Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,095,374 $ 273,844 $ 1,438,190 $ 359,547 Denominator: Basic and diluted weighted average common stock outstanding 21,163,433 5,290,858 21,163,433 5,290,858 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.07 $ 0.07 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Reconciliation of Net Loss per Common Share | For The Six Months Ended June 30,2022 For The Six Months Ended June 30,2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 3,929,764 $ 982,441 $ 780,667 $ 311,826 Denominator: Basic and diluted weighted average common stock outstanding 21,163,433 5,290,858 12,940,113 5,168,730 Basic and diluted net income per common stock $ 0.19 $ 0.19 $ 0.06 $ 0.06 For The Three Months Ended June 30, 2022 For The Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,095,374 $ 273,844 $ 1,438,190 $ 359,547 Denominator: Basic and diluted weighted average common stock outstanding 21,163,433 5,290,858 21,163,433 5,290,858 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.07 $ 0.07 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Class A Common Stock Subject to Possible Redemption | |
Summary of reconciliation of Class A common stock reflected on the balance sheet | The Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering and Over-Allotment $ 211,634,330 Less: Fair value of Public Warrants at issuance (including Over-Allotment) (5,756,450) Offering costs allocated to Class A common stock subject to possible redemption (12,142,128) Plus: Accretion on Class A common stock subject to possible redemption amount 17,898,578 Class A common stock subject to possible redemption $ 211,634,330 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis | June 30, 2022 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 211,916,627 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 761,880 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 747,920 $ — December 31, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 211,645,419 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 3,386,150 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 3,324,100 $ — |
Schedule of change in the fair value of the warrant liabilities | The change in the fair value of Level 3 derivative warrant liabilities for the six months ended June 30, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at March 12, 2021 (inception) $ — Issuance of Public and Private Warrants 11,407,420 Change in fair value of derivative warrant liabilities — Level 3 - Derivative warrant liabilities at March 31, 2021 11,407,420 Transfer of Public Warrants to Level 1 (5,756,450) Transfer of Private Placement Warrants to Level 2 (5,650,970) Derivative warrant liabilities at June 30, 2021 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 6 Months Ended | |||||
Mar. 18, 2021 USD ($) shares | Mar. 16, 2021 shares | Mar. 12, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) item $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Payment of offering costs | $ 5,006,762 | |||||
Deferred Offering Cost, Noncurrent | $ 7,407,202 | $ 7,407,202 | ||||
Deferred legal fees | 1,482,709 | $ 1,370,000 | ||||
Proceeds received from private placements | $ 6,232,687 | |||||
Payments for investment of cash in Trust Account | $ 211,600,000 | |||||
Maturity term of U.S. government securities | 185 days | |||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Condition for future business combination use of proceeds percentage | 80 | |||||
Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination | 50% | |||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | |||||
Threshold Percentage Of Public Shares Subject To Redemption Without Company Prior Written Consent | 15% | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Duration Of Combination Period | 24 months | |||||
Threshold business days for redemption of public shares | 10 days | |||||
Maximum interest to pay for Dissolution expenses | $ 100,000 | |||||
Amount of operating bank accounts | 290,000 | |||||
Interest income available in the Trust Account | 271,000 | |||||
Working Capital | 293,000 | |||||
Carrying amounts of assets or liabilities | $ 0 | |||||
Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 4,155,124 | |||||
Founder Shares | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consideration received | $ 25,000 | |||||
Proceeds from Related Party Debt | $ 300,000 | |||||
Working Capital Loans | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Price of warrant | $ / shares | $ 1.50 | |||||
Outstanding balance of related party note | $ 0 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 20,000,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 200,000,000 | |||||
Payment of offering costs | 11,900,000 | |||||
Deferred Offering Cost, Noncurrent | 7,000,000 | |||||
Deferred legal fees | $ 378,000 | |||||
Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 4,000,000 | |||||
Price of warrant | $ / shares | $ 1.50 | |||||
Proceeds received from private placements | $ 6,000,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 1,163,433 | 1,163,433 | 3,000,000 | |||
Proceeds from issuance initial public offering | $ 11,600,000 | |||||
Payment of offering costs | 640,000 | |||||
Deferred Offering Cost, Noncurrent | $ 407,000 | |||||
Over-allotment option | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 155,124 | |||||
Proceeds received from private placements | $ 233,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Federal Depository Insurance Coverage | 250,000 | ||||
Maximum interest to pay for Dissolution expenses | 100,000 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Income Taxes Benefit | 0.32% | 0% | 0.08% | 0% | |
Statutory federal income tax rate | 21% | 21% | 21% | 21% | |
Anti-dilutive securities attributable to warrants (in shares) | 8,387,810 | ||||
Public Warrants | |||||
Number of warrants to purchase shares issued | 4,232,686 | 4,232,686 | |||
Private Placement Warrants | |||||
Number of warrants to purchase shares issued | 4,155,124 | 4,155,124 | |||
Class A Common Stock | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 21,163,433 | 21,163,433 | 21,163,433 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Allocation of net income (loss) | $ 1,369,218 | $ 3,542,987 | $ 1,797,737 | $ (705,244) | $ 4,912,205 | $ 1,092,493 |
Class A Common Stock | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 1,095,374 | $ 1,438,190 | $ 3,929,764 | $ 780,667 | ||
Denominator: | ||||||
Basic weighted average common stock outstanding | 21,163,433 | 21,163,433 | 21,163,433 | 12,940,113 | ||
Diluted weighted average common stock outstanding | 21,163,433 | 21,163,433 | 21,163,433 | 12,940,113 | ||
Basic net income per common stock | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 | ||
Diluted net income per common stock | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 | ||
Class B Common Stock | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 273,844 | $ 359,547 | $ 982,441 | $ 311,826 | ||
Denominator: | ||||||
Basic weighted average common stock outstanding | 5,290,858 | 5,290,858 | 5,290,858 | 5,168,730 | ||
Diluted weighted average common stock outstanding | 5,290,858 | 5,290,858 | 5,290,858 | 5,168,730 | ||
Basic net income per common stock | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 | ||
Diluted net income per common stock | $ 0.05 | $ 0.07 | $ 0.19 | $ 0.06 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 6 Months Ended | |||||
Mar. 18, 2021 | Mar. 16, 2021 | Mar. 12, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ 10 | |||||
Payment of offering costs | $ 5,006,762 | |||||
Deferred Offering Cost, Noncurrent | $ 7,407,202 | $ 7,407,202 | ||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | 20,000,000 | |||||
Purchase price, per unit | $ 10 | |||||
Proceeds from issuance initial public offering | $ 200,000,000 | |||||
Payment of offering costs | 11,900,000 | |||||
Deferred Offering Cost, Noncurrent | 7,000,000 | |||||
deferred legal fees | $ 378,000 | |||||
Number of shares in a unit | 1 | |||||
Number of warrants in a unit | 0.20 | |||||
Number of shares issuable per warrant | 1 | |||||
Exercise price of warrants | $ 11.50 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | 1,163,433 | 1,163,433 | 3,000,000 | |||
Proceeds from issuance initial public offering | $ 11,600,000 | |||||
Payment of offering costs | 640,000 | |||||
Deferred Offering Cost, Noncurrent | $ 407,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 6 Months Ended | ||||
Mar. 18, 2021 shares | Mar. 16, 2021 shares | Oct. 06, 2020 USD ($) item $ / shares shares | Jun. 30, 2022 D $ / shares shares | Dec. 31, 2021 $ / shares | |
Private Placement Warrants | |||||
Related Party Transaction [Line Items] | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of units sold | 1,163,433 | 1,163,433 | 3,000,000 | ||
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of shares forfeiture | 459,142 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||
Class B Common Stock | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of units sold | 1,163,433 | ||||
Number of shares forfeiture | 750,000 | 750,000 | |||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,750,000 | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||
Founder Shares | Sponsor | Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
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 period for not to transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 1 year | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Founder Shares | Sponsor | Class A Common Stock | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 30 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrant (Details) | 6 Months Ended | |||
Mar. 18, 2021 USD ($) shares | Mar. 12, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) D $ / shares shares | Jun. 30, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||
Proceeds received from private placements | $ 6,232,687 | |||
Private Placement Warrants | ||||
Related Party Transaction [Line Items] | ||||
Number of warrants to purchase shares issued | shares | 4,155,124 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Private Placement | Private Placement Warrants | ||||
Related Party Transaction [Line Items] | ||||
Number of warrants to purchase shares issued | shares | 4,000,000 | |||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||
Proceeds received from private placements | $ 6,000,000 | |||
Excess amount of purchase price over fair value charged to equity | $ 5,440,000 | |||
Fair value of purchase price recorded to additional paid-in capital | $ 581,716 | |||
Over-allotment option | Private Placement Warrants | ||||
Related Party Transaction [Line Items] | ||||
Number of warrants to purchase shares issued | shares | 155,124 | |||
Proceeds received from private placements | $ 233,000 | |||
Class A Common Stock | Private Placement Warrants | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issuable per warrant | shares | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Expenses incurred and paid | $ 30,000 | $ 30,000 | $ 60,000 | $ 40,000 | |
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | 10,000 | ||||
Expenses incurred and paid | 30,000 | $ 30,000 | 60,000 | $ 40,000 | |
Amounts due to related parties | 160,000 | 160,000 | $ 100,000 | ||
Working Capital Loans | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||
Price of warrant | $ 1.50 | $ 1.50 | |||
Borrowings Under The Working Capital Loans | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | |||
Mar. 18, 2021 shares | Mar. 16, 2021 shares | Jun. 30, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||
Maximum number of demands for registration of securities | item | 3 | |||
Underwriting cash discount per unit | $ / shares | $ 0.20 | |||
Underwriter cash discount | $ 4,000,000 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Aggregate underwriter cash discount | $ 7,000,000 | |||
Underwriters additional fee | 233,000 | |||
Deferred underwriting commissions | 407,000 | |||
Deferred legal fees | $ 1,482,709 | $ 1,370,000 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Overallotment option period | 45 days | |||
Number of units sold | shares | 1,163,433 | 1,163,433 | 3,000,000 | |
Services | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred legal fees | $ 1,500,000 | $ 1,400,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 6 Months Ended |
Jun. 30, 2022 D $ / shares shares | |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 4,232,686 |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Maximum period after business combination in which to file registration statement | 15 days |
Period of time within which registration statement is expected to become effective | 60 days |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Exercise price of warrant | $ 11.50 |
Threshold Trading Days For Calculating Market Value | D | 20 |
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price | 115% |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | D | 20 |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Number of trading days on which fair market value of shares is reported | D | 10 |
Warrant redemption condition minimum share price scenario two | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180% |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.361 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 4,155,124 |
Restrictions on transfer period of time after business combination completion | 30 days |
Private Placement Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrant | $ 11.50 |
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price scenario two | $ 10 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock | 6 Months Ended | |
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Temporary equity shares authorized | 80,000,000 | |
Temporary stock par value | $ / shares | $ 0.0001 | $ 0.0001 |
Number of Votes entitled for each share | Vote | 1 | |
Temporary equity shares outstanding | 21,163,433 | 21,163,433 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Condensed balance sheet (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Common Stock Subject to Possible Redemption | ||
Gross proceeds from Initial Public Offering and Over-Allotment | $ 211,634,330 | |
Fair value of Public Warrants at issuance (including Over-Allotment) | (5,756,450) | |
Offering costs allocated to Class A common stock subject to possible redemption | (12,142,128) | |
Accretion on Class A common stock subject to possible redemption amount | 17,898,578 | |
Class A common stock subject to possible redemption | $ 211,634,330 | $ 211,634,330 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity (Deficit) | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | 6 Months Ended | ||||
Mar. 18, 2021 shares | Mar. 16, 2021 shares | Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Oct. 06, 2020 shares | |
Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Number of units sold | 1,163,433 | 1,163,433 | 3,000,000 | ||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 80,000,000 | 80,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares issued | 21,163,433 | 21,163,433 | |||
Temporary equity shares outstanding | 21,163,433 | 21,163,433 | |||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 5,290,858 | 5,290,858 | 5,750,000 | ||
Common shares, shares outstanding (in shares) | 5,290,858 | 5,290,858 | 5,750,000 | ||
Common shares, votes per share | Vote | 1 | ||||
Initial Business Combination Shares Issuable As percent Of Outstanding Share | 20% | 20% | |||
Number of shares forfeiture | 459,142 | ||||
Class B Common Stock | Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Number of shares forfeiture | 750,000 | 750,000 | |||
Number of units sold | 1,163,433 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Derivative warrant liabilities | $ 1,509,800 | $ 6,710,250 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 761,880 | 3,386,150 |
Level 1 | Money market fund | Recurring | ||
Assets: | ||
Investments held in Trust Account - Money market fund | 211,916,627 | 211,645,419 |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 747,920 | $ 3,324,100 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Level 1 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfer of Warrants | $ (5,756,450) | |
Level 2 | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfer of Warrants | (5,650,970) | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities at March 12, 2021 (inception) | $ 0 | 11,407,420 |
Issuance of Public and Private Warrants | 11,407,420 | |
Change in fair value of derivative warrant liabilities | 0 | |
Derivative warrant liabilities at the end | $ 11,407,420 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Measurements | ||||
Change in fair value of derivative warrant liabilities | $ 1,342,050 | $ 2,600,220 | $ 5,200,450 | $ 2,600,220 |