Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 02, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39813 | ||
Entity Registrant Name | MedTech Acquisition Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3009869 | ||
Entity Address, Address Line One | 48 Maple Avenue, | ||
Entity Address, City or Town | Greenwich | ||
Entity Address State Or Province | CT | ||
Entity Address, Postal Zip Code | 06830 | ||
City Area Code | 908 | ||
Local Phone Number | 391-1288 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 242,500,000 | ||
Entity Central Index Key | 0001826667 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | true | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York | ||
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | ||
Trading Symbol | MTACU | ||
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 | MTAC | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,250,000 | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | ||
Trading Symbol | MTACW | ||
Security Exchange Name | NASDAQ |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 200,884 | $ 1,334,998 |
Prepaid expenses | 325,000 | 673,200 |
Total Current Assets | 525,884 | 2,008,198 |
Investments held in Trust Account | 250,007,295 | 250,003,298 |
TOTAL ASSETS | 250,533,179 | 252,011,496 |
Liabilities | ||
Current liabilities - Accounts payable and accrued expenses | 1,057,616 | 103,216 |
Promissory note - related party | 544,000 | 0 |
Warrant liabilities | 6,898,666 | 14,642,666 |
Deferred underwriting fee payable | 8,750,000 | 8,750,000 |
TOTAL LIABILITIES | 17,250,282 | 23,495,882 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 25,000,000 shares at $10.00 per share redemption value as of December 31, 2021 and 2020 | 250,000,000 | 250,000,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
Accumulated deficit | (16,717,728) | (21,485,011) |
Total Stockholders' Deficit | (16,717,103) | (21,484,386) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 250,533,179 | 252,011,496 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock | $ 625 | $ 625 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Common stock subject to possible redemption, outstanding | 25,000,000 | 25,000,000 |
Class A Common Stock Subject to Redemption | ||
Common stock subject to possible redemption, issued | 25,000,000 | 25,000,000 |
Shares subject to possible redemption, par value per share | $ 10 | $ 10 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 6,250,000 | 6,250,000 |
Common shares, shares outstanding | 6,250,000 | 6,250,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 108,493 | $ 3,040,714 |
Loss from operations | (108,493) | (3,040,714) |
Other income (loss): | ||
Change in fair value of warranties | (83,333) | 7,744,000 |
Transaction Costs associated with the Initial Public Offering | (522,861) | 0 |
Interest earned on marketable securities held in Trust Account | 3,298 | 63,997 |
Total other income (loss), net | (602,896) | 7,807,997 |
Net income (loss) | $ (711,389) | $ 4,767,283 |
Class A Common Stock | ||
Other income (loss): | ||
Weighted Average Number of Shares Outstanding, Basic | 2,027,027 | 25,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 2,027,027 | 25,000,000 |
Basic net income (loss) per common share | $ (0.09) | $ 0.15 |
Diluted net income (loss) per common share | $ (0.09) | $ 0.15 |
Class B Common Stock | ||
Other income (loss): | ||
Weighted Average Number of Shares Outstanding, Basic | 6,318,919 | 6,250,000 |
Weighted Average Number of Shares Outstanding, Diluted | 6,318,919 | 6,250,000 |
Basic net income (loss) per common share | $ (0.09) | $ 0.15 |
Diluted net income (loss) per common share | $ (0.09) | $ 0.15 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Sep. 10, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Sep. 10, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to initial stockholders | $ 633 | 24,367 | 25,000 | |
Issuance of Class B common stock to initial stockholders (in shares) | 6,325,000 | |||
Proceeds received in excess of fair value of Private Placement Warrants | 1,924,000 | 1,924,000 | ||
Forfeiture of Founder Shares | $ (8) | 8 | ||
Forfeiture of Founder Shares (in shares) | (75,000) | |||
Accretion for Class A common stock to redemption amount | $ (1,948,375) | (20,773,622) | (22,721,997) | |
Net income (loss) | (711,389) | (711,389) | ||
Balance at the end at Dec. 31, 2020 | $ 625 | (21,485,011) | (21,484,386) | |
Balance at the end (in shares) at Dec. 31, 2020 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 4,767,283 | 4,767,283 | ||
Balance at the end at Dec. 31, 2021 | $ 625 | $ (16,717,728) | $ (16,717,103) | |
Balance at the end (in shares) at Dec. 31, 2021 | 6,250,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (711,389) | $ 4,767,283 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 83,333 | (7,744,000) |
Transaction costs associated with the Initial Public Offering | 522,861 | 0 |
Formation cost paid by sponsor in exchange for issuance of founder shares | 878 | 0 |
Interest earned on marketable securities held in Trust Account | (3,298) | (63,997) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (673,200) | 348,200 |
Accounts payable and accrued expenses | 103,216 | 954,400 |
Net cash used in operating activities | (677,599) | (1,738,114) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (250,000,000) | |
Cash withdrawn from Trust Account for franchise and income taxes | 0 | 60,000 |
Net cash provided by (used in) investing activities | (250,000,000) | 60,000 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 245,000,000 | |
Proceeds from sale of Private Placements Warrants | 7,400,000 | |
Proceeds from promissory note - related party | 0 | 544,000 |
Repayment of promissory note - related party | (178,080) | |
Payment of offering costs | (234,323) | |
Net cash provided by financing activities | 252,012,597 | 544,000 |
Net Change in Cash | 1,334,998 | (1,134,114) |
Cash - Beginning of period | 0 | 1,334,998 |
Cash - End of period | 1,334,998 | $ 200,884 |
Non-cash investing and financing activities: | ||
Offering costs paid through promissory note | 177,202 | |
Deferred underwriting fee payable | $ 8,750,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS MedTech Acquisition Corporation. (the “Company”) was incorporated in Delaware on September 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity from inception through December 31, 2021, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and the proposed Merger with Memic as more fully described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account. The registration statements for the Company’s Initial Public Offering were declared effective on December 17, 2020. On December 22, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to MedTech Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,400,000, which is described in Note 4. Following the closing of the Initial Public Offering on December 22, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs amounted to $14,161,525, consisting of $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $411,525 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and net of taxes payable). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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 Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by December 22, 2022 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until December 22, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2021, the Company had $200,884 in its operating bank account and working capital deficit of $1,068,437, which excludes $7,295 of franchise taxes payable that can be paid with the interest earned on the trust. In addition, 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, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. On December 30, 2021, the company entered into a promissory note agreement with the Sponsor for $544,000 (Note 5). As of December 31, 2021, there was $544,000 outstanding under the promissory note agreement. On January 28, 2022, the Company issued an unsecured promissory note in principal amount of up to $400,000 to the Sponsor (the “2022 Promissory Note”), of which $75,000 was funded by the sponsor upon execution thereof. The 2022 Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 22, 2022, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 22, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standard Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying balance sheet, and fair value of the investments in the trust account are equal to the amortized cost basis of the money market funds. At December 31, 2020, substantially all of the assets held in the Trust Account were invested primarily in U.S. Treasury securities, which were presented at amortized cost on the balance sheet. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 25,000,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (9,083,333) Class A common stocks issuance costs $ (13,638,664) Plus: Accretion of carrying value to redemption value $ 22,721,997 Class A common stock subject to possible redemption $ 250,000,000 Offering Costs Offering costs consisted of legal, accounting and other expenses 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. A total of $14,161,525 in offering costs were incurred. Of these offering costs $13,638,664 were related to the Initial Public Offering and charged to Class A Common Stock subject to possible redemption. Offering costs allocable to Public Warrants and Private Placement Warrants were $514,106 and $8,755, respectively, and expensed at the date of Initial Public Offering. 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”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model. The Public Warrants for periods where no observable traded price was available were also valued using a Monte Carlo simulation Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, 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 common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For The Period from Year September 11, 2020 Ended (Inception) Through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per Share of common stock Numerator: Allocation of net income (loss), as adjusted $ 3,813,826 $ 953,457 $ (172,779) $ (538,610) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 2,027,027 6,318,919 Basic and diluted net income (loss) per Share of common stock $ 0.15 $ 0.15 $ (0.09) $ (0.09) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities. 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. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3 — PUBLIC OFFERING In connection with the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,400,000) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding,resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 22, 2020, to pay the Sponsor an amount not to exceed $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $0, respectively, in fees for these services, of which $120,000 is included in accrued expenses in the accompanying balance sheet at December 31, 2021. Promissory Note — Related Party On December 30, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $544,000. The Promissory Note is non-interest bearing. No amount shall be due under this Note if such Initial Business Combination is not consummated on or before the 24 month anniversary of the date of the completion of the Maker’s initial public offering. As of December 31, 2021 and 2020, there was $544,000 and $0 outstanding under the Promissory Note, respectively. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on December 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Contingent Professional Fees As of December 31, 2021, the Company incurred legal fees of $508,525 and investment advisory fees of $400,000, which are contingent upon the consummation of the Business Combination. Business Combination Agreement On August 12, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated thereby, Merger Sub will merge with and into us, with us surviving as a wholly-owned subsidiary of Memic (the “Merger”). The Merger contemplates an implied enterprise valuation of Memic of $625,000,000 at the time of the signing of the Business Combination Agreement, in addition to the issuance of “price adjustment rights” to the Memic shareholders entitling such holders to additional Memic Ordinary Shares (as defined below) upon the achievement of certain milestones related to Memic’s post-closing trading price. Pursuant to the Business Combination Agreement at the time the Merger becomes effective (the “Effective Time”), among other things: ● the shares of The Company’s Class A common stock, par value $0.0001 per share (the “SPAC Class A Stock”) and the Public Warrants, which, immediately prior to the Effective Time, will be automatically separated, if not already separated prior to such time, and the holder thereof will be deemed to hold one share of SPAC Class A Stock and one-third of one Public Warrant; ● each share of the Company Class B common stock, par value of $0.0001 (the “SPAC Class B Stock”) and SPAC Class A Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any redemptions by our public stockholders) will be converted into and will for all purposes represent only the right to receive one ordinary share, no par value per share, of Memic (“Memic Ordinary Shares”); ● each Public Warrant and each Private Placement Warrants to purchase one share of SPAC Class A Stock issued to our Sponsor that is outstanding unexercised immediately prior to the Effective Time will be converted into and become a warrant to purchase one Memic Ordinary Share; and ● each pre-closing shareholder of Memic will receive price adjustment rights entitling such holders to receive additional Memic Ordinary Shares upon the achievement of certain milestones related to Memic’s post-closing trading price; the maximum number of Memic Ordinary Shares issuable pursuant to such price adjustment rights equals seventeen percent (17%) of the sum of (i) the number of outstanding Memic Ordinary Shares as calculated immediately after the closing of the Merger, (ii) the number of Memic Ordinary Shares issuable upon exercise of outstanding options that are vested and exercisable as of the Merger, and (iii) the number of Memic Ordinary Shares issuable upon exercise of Memic’s warrants that were issued and outstanding immediately prior the Merger, as ultimately determined after the consummation of the Merger. Sponsor Letter Agreement Concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and each of the Company’s officers and each of the members of the Company’s board of directors (each an “Insider” and collectively, the “Insiders” and, together with the Sponsor, the “Sponsor Group”), entered into and delivered to Memic a letter agreement (the “Sponsor Letter Agreement”) by which the Sponsor Group agreed to, among other things, (i) vote all shares of SPAC Class B Stock and all shares of SPAC Class A Stock beneficially owned by him, her or it in favor of the Merger and each other proposal related to the Merger included on the agenda for the special meeting of stockholders relating to the Merger; (ii) when such meeting of stockholders is held, appear at such meeting or otherwise cause the SPAC Class B Stock or SPAC Class A Stock beneficially owned by him, her or it to be counted as present thereat for the purpose of establishing a quorum; and (iii) vote all SPAC Class B Stock and SPAC Class A Stock beneficially owned by him, her or it against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or result in a breach of any covenant or other obligation or agreement of the Sponsor or any Insider contained in the Sponsor Letter Agreement. The final prospectus became effective on February 14, 2022. Voting Agreements On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, certain Memic shareholders (each, a “Voting Party” and together, the “Voting Parties”) entered into voting agreements (the “Voting Agreements”) with the Company. Under the Voting Agreements, each Voting Party agreed to, among other things, (i) whether at a special meeting of Memic’s shareholders or by action by written consent, vote all of their shares of Memic capital stock beneficially owned or held by such Voting Party (as applicable, and together, the “Voting Shares”) in favor of adoption of the Business Combination Agreement, the Merger and related transactions contemplated by the Business Combination Agreement, and (ii) vote against any action or proposal (A) concerning any alternative to the proposed Merger and (B) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Memic under the Business Combination Agreement that would result in the failure of any conditions to closing set forth therein to be satisfied. In addition, the Voting Agreements require each Voting Party to provide a proxy to appoint Memic, or any designee of Memic to vote such Voting Party’s shares (or act by written consent in respect of such shares) accordingly. Lock-Up Agreement On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and certain shareholders of Memic (collectively, with the Sponsor, the “Shareholder Parties”) entered into and delivered a Confidentiality and Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the Shareholder Parties have agreed not to transfer any Memic Ordinary Shares held by them until the one year anniversary of the Effective Time, subject to early release if the stock price of the Memic Ordinary Shares is greater than or equal to $12.00 for any 20 trading days within any period of 30 consecutive trading days (as further described therein, and which will apply starting on the 150-day anniversary of the Effective Date), subject to certain permitted transfers (provided that such permitted transferees agree to be bound by the same transfer restrictions set forth in the Lock-Up Agreement). Registration Rights Agreement On August 12, 2021, as a condition to close the Business Combination Agreement, Memic, the Sponsor and certain Memic equity holders (collectively with the Sponsor, the “Memic Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) that will become effective concurrently with the Merger, pursuant to which Memic agreed to file a shelf registration statement, by no later than ninety (90) business days after the closing date to register the resale of the Memic Ordinary Shares and warrants to purchase Memic Ordinary shares. The Registration Rights Agreement also provides the Memic Holders with (i) piggyback registration rights and (ii) three demand rights in any twelve-month period for an underwritten shelf takedown, provided that the demanding holders propose to sell securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million in each underwritten shelf takedown. PIPE Subscription Agreements On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, Memic entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which, on the terms and subject to the conditions set forth therein, immediately prior to the closing of the Merger, but after giving effect to certain capital restructuring, such investors will purchase from Memic upon the closing of the Merger newly issued Memic Ordinary Shares for aggregate gross proceeds of $76,350,000 (the “PIPE Investment”). The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2021. The foregoing descriptions of each of the Business Combination Agreement, the Sponsor Letter Agreement, the form of Voting Agreement, the Lock-Up Agreement, the form of Registration Rights Agreement and the form of the Subscription Agreement are qualified in their entirety by reference to such agreement filed as an exhibit to this Annual Report. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock— outstanding Class A Common Stock— Class B Common Stock— outstanding Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. The Company cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 8 — WARRANT LIABILITIES As of December 31, 2021 and 2020, there were 8,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. As of December 31, 2021 and 2020, there were 4,933,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
INCOME TAX | NOTE 9 — INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 40,819 $ 12,170 Organizational costs/Startup expenses 606,383 9,921 Total deferred tax assets 647,202 22,091 Valuation allowance (647,202) (22,091) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (625,111) (22,091) State and Local Current — — Deferred — — Change in valuation allowance 625,111 22,091 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had a U.S. federal net operating loss carryover of approximately $194,000 and $58,000 available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $625,111 and $22,091,respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liabilities (34.1) % (2.5) % Transaction costs allocable to warrants — (15.4) % Change in valuation allowance 13.1 % (3.1) % Income tax provision (0.0) % (0.0) % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2021, assets held in the Trust Account were comprised $250,007,295 in money market funds. At December 31, 2020, assets held in the Trust Account were comprised of $923 in cash and $250,002,375 in U.S. Treasury securities. During year ended December 31, 2021, the Company withdrew $60,000 of interest income from the Trust Account to pay for taxes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of held-to-maturity securities at December 31, 2021 and 2020, are as follows: Gross Amortized Holding Held-To-Maturity Level Cost Gain (Loss) Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 3/11/2021) 1 $ 250,002,375 $ (12,605) $ 249,989,770 December 31, December 31, Level 2020 2021 Assets: Marketable Securities held in Trust Account – Treasury Trust Money Market Fund 1 $ — $ 250,007,295 Liabilities: Warrant Liabilities - Public Warrants 1 $ — $ 4,333,333 Warrant Liabilities - Public Warrants 3 $ 9,166,666 $ — Warrant Liabilities - Private Placement Warrants 3 $ 5,476,000 $ 2,565,333 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants in the statements of operations. The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The Monte Carlo Simulation model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The key inputs into the Monte Carlo Simulation for the Private Placement Warrants as of December 31, 2021 and 2020, were as follows: December 31, December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 9.88 $ 10.13 Volatility 9.6 % 16.7 % Term 5.16 5.96 Risk-free rate 1.27 % 0.50 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the level 3 fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of December 31, 2020 $ 5,476,000 $ 9,166,666 $ 14,642,666 Change in fair value (2,910,667) (4,833,333) (7,744,000) Transfer to level 1 — (4,333,333) (4,333,333) Fair value as of December 31, 2021 $ 2,565,333 $ — $ 2,565,333 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $4,333,333, when the Public Warrants were separately listed and traded. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 28, 2022, the Company issued an unsecured promissory note in principal amount of up to $400,000 to the Sponsor (the “2022 Promissory Note”), of which $75,000 was funded by the sponsor upon execution thereof. The 2022 Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standard Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying balance sheet, and fair value of the investments in the trust account are equal to the amortized cost basis of the money market funds. At December 31, 2020, substantially all of the assets held in the Trust Account were invested primarily in U.S. Treasury securities, which were presented at amortized cost on the balance sheet. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 25,000,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (9,083,333) Class A common stocks issuance costs $ (13,638,664) Plus: Accretion of carrying value to redemption value $ 22,721,997 Class A common stock subject to possible redemption $ 250,000,000 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. A total of $14,161,525 in offering costs were incurred. Of these offering costs $13,638,664 were related to the Initial Public Offering and charged to Class A Common Stock subject to possible redemption. Offering costs allocable to Public Warrants and Private Placement Warrants were $514,106 and $8,755, respectively, and expensed at the date of Initial Public Offering. |
Warrant Liabilities | 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”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model. The Public Warrants for periods where no observable traded price was available were also valued using a Monte Carlo simulation Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Share of Common Share | Net Income (Loss) per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, 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 common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For The Period from Year September 11, 2020 Ended (Inception) Through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per Share of common stock Numerator: Allocation of net income (loss), as adjusted $ 3,813,826 $ 953,457 $ (172,779) $ (538,610) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 2,027,027 6,318,919 Basic and diluted net income (loss) per Share of common stock $ 0.15 $ 0.15 $ (0.09) $ (0.09) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities. 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. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Class A Common Stock Subject to Possible Redemption | At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (9,083,333) Class A common stocks issuance costs $ (13,638,664) Plus: Accretion of carrying value to redemption value $ 22,721,997 Class A common stock subject to possible redemption $ 250,000,000 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For The Period from Year September 11, 2020 Ended (Inception) Through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per Share of common stock Numerator: Allocation of net income (loss), as adjusted $ 3,813,826 $ 953,457 $ (172,779) $ (538,610) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 2,027,027 6,318,919 Basic and diluted net income (loss) per Share of common stock $ 0.15 $ 0.15 $ (0.09) $ (0.09) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
Summary of significant components of the Company's deferred tax assets | December 31, December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 40,819 $ 12,170 Organizational costs/Startup expenses 606,383 9,921 Total deferred tax assets 647,202 22,091 Valuation allowance (647,202) (22,091) Deferred tax asset, net of allowance $ — $ — |
Income tax provision | December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (625,111) (22,091) State and Local Current — — Deferred — — Change in valuation allowance 625,111 22,091 Income tax provision $ — $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liabilities (34.1) % (2.5) % Transaction costs allocable to warrants — (15.4) % Change in valuation allowance 13.1 % (3.1) % Income tax provision (0.0) % (0.0) % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Summary of gross holding losses and fair value of held-to-maturity securities | Gross Amortized Holding Held-To-Maturity Level Cost Gain (Loss) Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 3/11/2021) 1 $ 250,002,375 $ (12,605) $ 249,989,770 |
Schedule of Company's assets that are measured at fair value on a recurring basis | December 31, December 31, Level 2020 2021 Assets: Marketable Securities held in Trust Account – Treasury Trust Money Market Fund 1 $ — $ 250,007,295 Liabilities: Warrant Liabilities - Public Warrants 1 $ — $ 4,333,333 Warrant Liabilities - Public Warrants 3 $ 9,166,666 $ — Warrant Liabilities - Private Placement Warrants 3 $ 5,476,000 $ 2,565,333 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | December 31, December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 9.88 $ 10.13 Volatility 9.6 % 16.7 % Term 5.16 5.96 Risk-free rate 1.27 % 0.50 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of December 31, 2020 $ 5,476,000 $ 9,166,666 $ 14,642,666 Change in fair value (2,910,667) (4,833,333) (7,744,000) Transfer to level 1 — (4,333,333) (4,333,333) Fair value as of December 31, 2021 $ 2,565,333 $ — $ 2,565,333 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 22, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Jan. 28, 2022USD ($) | Dec. 30, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from sale of Private Placements Warrants | $ 7,400,000 | ||||
Transaction Costs | $ 14,161,525 | ||||
Underwriting fees | 5,000,000 | ||||
Deferred underwriting fee payable | 8,750,000 | 8,750,000 | $ 8,750,000 | ||
Other offering costs | $ 411,525 | ||||
Aggregate purchase price | 25,000 | ||||
Condition for future business combination number of businesses minimum | 1 | ||||
Payments for investment of cash in Trust Account | 250,000,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold percentage ownership | 50 | ||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 15 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Redemption period upon closure | 10 days | ||||
Maximum allowed dissolution expenses | $ 100,000 | ||||
Operating bank accounts | 200,884 | ||||
Working capital | (1,068,437) | ||||
Amount outstanding under working capital loan | 0 | ||||
Outstanding balance of related party note | 0 | 544,000 | |||
Proceeds from loan by sponsor | $ 0 | 544,000 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 25,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 250,000,000 | ||||
Payments for investment of cash in Trust Account | $ 250,000,000 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Price of warrant | $ / shares | $ 11.50 | ||||
Private Placement [Member] | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,933,333 | ||||
Price of warrant | $ / shares | $ 1.50 | ||||
Proceeds from sale of Private Placements Warrants | $ 7,400,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Promissory Note with Related Party | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 544,000 | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Due to the Sponsor for certain reimbursable expenses | 7,295 | ||||
Sponsor | Subsequent Event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Borrowed aggregate principal amount | $ 75,000 | ||||
Sponsor | Promissory Note with Related Party | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 544,000 | ||||
Outstanding balance of related party note | $ 544,000 | ||||
2022 Promissory Note | Subsequent Event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Borrowed aggregate principal amount | 400,000 | ||||
2022 Promissory Note | Promissory Note with Related Party | Subsequent Event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Borrowed aggregate principal amount | $ 400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents | $ 0 | $ 0 | |
Unrecognized Tax Benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |
Offering costs | $ 14,161,525 | ||
Federal Depository Insurance Corporation coverage limit | $ 250,000 | ||
Initial Public Offering | |||
Offering costs related to IPO | 13,638,664 | ||
Class A Common Stock | |||
Anti-dilutive securities attributable to warrants (in shares) | 13,266,666 | ||
Class A common stock subject to possible redemption | 25,000,000 | 25,000,000 | |
Public Warrants | |||
Offering costs | 514,106 | ||
Private Placement Warrants | |||
Offering costs | $ 8,755 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock In The Balance Sheet (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Accretion for Class A common stock to redemption amount | $ (22,721,997) | |
Class A common stock subject to possible redemption | $ 250,000,000 | $ 250,000,000 |
Class A Common Stock Subject to Redemption | ||
Gross proceeds | 250,000,000 | |
Proceeds allocated to Public Warrants | (9,083,333) | |
Class A common stocks issuance costs | (13,638,664) | |
Accretion for Class A common stock to redemption amount | 22,721,997 | |
Class A common stock subject to possible redemption | $ 250,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Income (Loss) per Share of Common Share (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||
Allocation of net income (loss), as adjusted | $ (172,779) | $ 3,813,826 |
Weighted average shares outstanding, basic | 2,027,027 | 25,000,000 |
Weighted average shares outstanding, diluted | 2,027,027 | 25,000,000 |
Basic net income (loss) per common share | $ (0.09) | $ 0.15 |
Diluted net income (loss) per common share | $ (0.09) | $ 0.15 |
Class B Common Stock | ||
Allocation of net income (loss), as adjusted | $ (538,610) | $ 953,457 |
Weighted average shares outstanding, basic | 6,318,919 | 6,250,000 |
Weighted average shares outstanding, diluted | 6,318,919 | 6,250,000 |
Basic net income (loss) per common share | $ (0.09) | $ 0.15 |
Diluted net income (loss) per common share | $ (0.09) | $ 0.15 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Dec. 22, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | |
NumberOfWarrantIssuedPerUnit | 0.33% | |
Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Public Warrants | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 25,000,000 | |
Purchase price, per unit | $ 10 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 3,000,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 22, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds allocated to Public Warrants | $ 7,400,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price of warrants | $ 11.50 | |
Private Placement [Member] | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 4,933,333 | |
Price of warrants | $ 1.50 | |
Proceeds allocated to Public Warrants | $ 7,400,000 | |
Number of shares per warrant | 1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Sep. 11, 2020USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | |||
Founder Shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 5,750,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Share dividend | 0.1 | |||
Aggregate number of shares owned | 6,325,000 | 6,325,000 | ||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Founder Shares | Sponsor | Over-allotment option | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 75,000 | |||
NumberOfSharesNoLongerSubjectToForfeiture | 0 |
RELATED PARTIES TRANSACTIONS -
RELATED PARTIES TRANSACTIONS - Additional Information (Details) - USD ($) | Dec. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 30, 2021 |
Related Party Transaction [Line Items] | ||||
Outstanding balance of related party note | $ 0 | $ 544,000 | ||
Repayment of promissory note - related party | 178,080 | |||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 544,000 | |||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 10,000 | |||
Expenses incurred and paid | $ 0 | 120,000 | ||
Related Party Loans | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Price of warrant | $ 1.50 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Aug. 12, 2021USD ($)D$ / shares | Dec. 31, 2021USD ($)item$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 22, 2020USD ($) |
Other Commitments [Line Items] | ||||
Maximum number of demands for registration of securities | item | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred underwriting fee payable | $ | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | |
Legal fee | $ | 508,525 | |||
Investment advisory fee | $ | $ 400,000 | |||
Class A Common Stock | ||||
Other Commitments [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Class B Common Stock | ||||
Other Commitments [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | 0.0001 | $ 0.0001 | ||
Memic | Business Combination Agreement | ||||
Other Commitments [Line Items] | ||||
Business Acquisition, Transaction Costs | $ | $ 625,000,000 | |||
Number of trading | D | 20 | |||
Number of consecutive trading | D | 30 | |||
Stock price | $ / shares | $ 12 | |||
Aggregate gross proceeds | $ | $ 76,350,000 | |||
Offering price, total | $ | $ 50,000,000 | |||
Memic | Business Combination Agreement | Class A Common Stock | ||||
Other Commitments [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||
Memic | Business Combination Agreement | Class B Common Stock | ||||
Other Commitments [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0 | $ 0.0001 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' 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' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 12 Months Ended | |
Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class A common stock subject to possible redemption | 25,000,000 | 25,000,000 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 25,000,000 | 25,000,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 6,250,000 | 6,250,000 |
Common shares, shares outstanding (in shares) | 6,250,000 | 6,250,000 |
Ratio to be applied to the stock in the conversion | 20 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
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 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 4,933,333 | 4,933,333 |
Restrictions on transfer period of time after business combination completion | 30 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 8,333,333 | 8,333,333 |
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
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 | |
Trading period after business combination used to measure dilution of warrant | $ | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
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 | 20 days | |
Threshold consecutive trading days for redemption of public warrants | $ | 30 | |
Redemption period | 30 days |
INCOME TAX - DEFERRED TAX (Deta
INCOME TAX - DEFERRED TAX (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 40,819 | $ 12,170 |
Organizational costs/Startup expenses | 606,383 | 9,921 |
Total deferred tax assets | 647,202 | 22,091 |
Valuation allowance | (647,202) | (22,091) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal: | ||
Current | $ 0 | $ 0 |
Deferred | (22,091) | (625,111) |
State | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 22,091 | 625,111 |
Income tax provision | 0 | 0 |
Net operating loss carryover | $ 58,000 | $ 194,000 |
INCOME TAX - Reconciliation (De
INCOME TAX - Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent | ||
Statutory federal income tax rate (in percent) | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Changes in fair value of warrant liabilities | (34.1) | (2.5) |
Transaction costs allocable to warrants | (15.40%) | |
Change in valuation allowance (in percent) | 13.10% | (3.10%) |
Income tax provision | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Assets: | ||
Cash and marketable securities held in Trust Account | $ 250,003,298 | $ 250,007,295 |
Income withdrawn from the trust account | 0 | 60,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 14,642,666 | 6,898,666 |
Money Market Funds | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 250,007,295 | |
U.S. Treasury Securities | ||
Assets: | ||
Cash held in the Trust Account | 923 | |
Cash and marketable securities held in Trust Account | 250,002,375 | |
Income withdrawn from the trust account | 60,000 | |
Level 1 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 4,333,333 | |
Level 1 | U.S. Treasury Securities | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 250,002,375 | |
Gross Holding Gain | 12,605 | |
Fair Value | 249,989,770 | |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 5,476,000 | $ 2,565,333 |
Level 3 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 9,166,666 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Dec. 31, 2021 | Dec. 31, 2020 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.88 | 10.13 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.6 | 16.7 |
Term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.16 | 5.96 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.27 | 0.50 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Warrant liabilities | $ 14,642,666 | $ 6,898,666 |
Change in fair value of warrant liabilities | 83,333 | (7,744,000) |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value | (4,333,333) | |
Level 3 | Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of December 31, 2020 | 14,642,666 | |
Change in fair value | (7,744,000) | |
Transfer to level 1 | (4,333,333) | |
Fair value as of December 31, 2021 | 14,642,666 | 2,565,333 |
Level 3 | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of December 31, 2020 | 5,476,000 | |
Change in fair value | (2,910,667) | |
Transfer to level 1 | 0 | |
Fair value as of December 31, 2021 | 5,476,000 | 2,565,333 |
Level 3 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of December 31, 2020 | 9,166,666 | |
Change in fair value | (4,833,333) | |
Transfer to level 1 | (4,333,333) | |
Fair value as of December 31, 2021 | $ 9,166,666 | $ 0 |
SUBSEQUENT EVENTS - (Details)
SUBSEQUENT EVENTS - (Details) - Subsequent Event | Jan. 28, 2022USD ($) |
Sponsor | |
Subsequent Event [Line Items] | |
Borrowed aggregate principal amount | $ 75,000 |
2022 Promissory Note | |
Subsequent Event [Line Items] | |
Borrowed aggregate principal amount | 400,000 |
Promissory Note with Related Party | 2022 Promissory Note | |
Subsequent Event [Line Items] | |
Borrowed aggregate principal amount | $ 400,000 |