Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | KludeIn I Acquisition Corp. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Central Index Key | 0001826671 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 44,448 | $ 400,073 | $ 1,000 |
Total current assets | 79,198 | 400,073 | 1,000 |
Deferred offering costs | 177,644 | ||
Prepaid expenses | 34,750 | ||
Cash and marketable securities held in Trust Account | 172,882,919 | 172,580,609 | |
TOTAL ASSETS | 172,962,117 | 172,980,682 | 178,644 |
Current liabilities | |||
Accounts payable and accrued expenses | 1,719,438 | 637,375 | 1,132 |
Accrued offering costs | 69,500 | ||
Due to Sponsor | 1,000 | ||
Promissory note – related party | 83,905 | ||
Total current liabilities | 1,792,620 | 637,375 | 155,537 |
Income taxes payable | 73,182 | ||
Working Capital Loan (at fair value) | 526,700 | ||
Warrant liabilities | 1,517,797 | 8,311,710 | |
Deferred underwriting fee payable | 6,037,500 | 6,037,500 | |
Total Liabilities | 9,874,617 | 14,986,585 | 155,537 |
Commitments and contingencies | |||
Class A common stock subject to possible redemption; 17,250,000 shares at redemption value of $10 as of June 30, 2022 and December 31, 2021 | 172,507,428 | 172,500,000 | |
Stockholders’ (Deficit) Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 shares subject to possible redemption as of June 30, 2022 and December 31, 2021) | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 431 | 431 | 431 |
Additional paid-in capital | 171,969 | 24,569 | |
Accumulated deficit | (9,592,328) | (14,506,334) | (1,893) |
Total Stockholders’ Deficit | (9,419,928) | (14,505,903) | 23,107 |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 172,962,117 | $ 172,980,682 | $ 178,644 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Subject to possible redemption, shares | 17,250,000 | 17,250,000 | |
Subject to possible redemption value (in Dollars per share) | $ 10 | $ 10 | $ 10 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 280,000,000 | 280,000,000 | 280,000,000 |
Common stock, shares issued | |||
Common stock, shares outstanding | |||
Class B Common Stock | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Formation and operational costs | $ 1,474,598 | $ 311,579 | $ 1,893 | $ 2,115,438 | $ 645,127 | $ 1,605,912 |
Loss from operations | (1,474,598) | (311,579) | (1,893) | (2,115,438) | (645,127) | (1,605,912) |
Other income (expense): | ||||||
Transaction costs allocated to warrants | (523,013) | (523,013) | ||||
Change in fair value of warrant liabilities | 417,703 | (2,540,500) | 6,793,913 | (328,500) | 1,642,290 | |
Change in fair value of Working Capital Loan | 1,003 | 6,403 | ||||
Interest earned on marketable securities held in Trust Account | 276,215 | 6,569 | 317,665 | 39,846 | 78,398 | |
Unrealized loss on marketable securities held in Trust Account | (13,724) | (1,757) | (15,355) | (2,373) | 2,211 | |
Total other income (expense), net | 681,197 | (2,535,688) | 7,102,626 | (814,040) | 1,199,886 | |
Income (loss) before provision for income taxes | (793,401) | (2,847,267) | 4,987,188 | (1,459,167) | ||
Provision for income taxes | (73,182) | (73,182) | ||||
Net income (loss) | $ (866,583) | $ (2,847,267) | $ (1,893) | $ 4,914,006 | $ (1,459,167) | $ (406,026) |
Class A Common Stock | ||||||
Other income (expense): | ||||||
Basic and diluted weighted average shares outstanding (in Shares) | 17,250,000 | 17,250,000 | 17,250,000 | 16,291,667 | 16,776,099 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.04) | $ (0.13) | $ 0.23 | $ (0.07) | $ (0.02) | |
Class B Common Stock | ||||||
Other income (expense): | ||||||
Basic and diluted weighted average shares outstanding (in Shares) | 4,312,500 | 4,312,500 | 3,750,000 | 4,312,500 | 4,281,250 | 4,297,047 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.04) | $ (0.13) | $ 0 | $ 0.23 | $ (0.07) | $ (0.02) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A Common Stock | ||||||
Diluted weighted average shares outstanding (in Shares) | 17,250,000 | 17,250,000 | 17,250,000 | 16,291,667 | 16,776,099 | |
Diluted net income (loss) per share | $ (0.04) | $ (0.13) | $ 0.23 | $ (0.07) | $ (0.02) | |
Class B Common Stock | ||||||
Diluted weighted average shares outstanding (in Shares) | 4,312,500 | 4,312,500 | 4,312,500 | 4,281,250 | 4,297,047 | |
Diluted net income (loss) per share | $ (0.04) | $ (0.13) | $ 0 | $ 0.23 | $ (0.07) | $ (0.02) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 23, 2020 | ||||
Balance (in Shares) at Sep. 23, 2020 | ||||
Issuance of Class B common stock to Sponsor | $ 431 | 24,569 | 25,000 | |
Issuance of Class B common stock to Sponsor (in Shares) | 4,312,500 | |||
Net income (loss) | (1,893) | (1,893) | ||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,893) | 23,107 |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | |||
Cash paid in excess of fair value for Private Placement Warrants | 1,456,000 | 1,456,000 | ||
Fair value of Founders Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | ||
Re-measurement of Class A common stock to redemption amount | (5,891,807) | (14,098,415) | (19,990,222) | |
Net income (loss) | 1,388,100 | 1,388,100 | ||
Balance at Mar. 31, 2021 | $ 431 | (12,712,208) | (12,711,777) | |
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | |||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,893) | 23,107 |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | |||
Net income (loss) | (1,459,167) | |||
Balance at Jun. 30, 2021 | $ 431 | (15,559,475) | (15,559,044) | |
Balance (in Shares) at Jun. 30, 2021 | 4,312,500 | |||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,893) | 23,107 |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | |||
Cash paid in excess of fair value for Private Placement Warrants | 1,456,000 | 1,456,000 | ||
Fair value of Founders Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | ||
Re-measurement of Class A common stock to redemption amount | (5,891,807) | (14,098,415) | (19,990,222) | |
Net income (loss) | (406,026) | (406,026) | ||
Balance at Dec. 31, 2021 | $ 431 | (14,506,334) | (14,505,903) | |
Balance (in Shares) at Dec. 31, 2021 | 4,312,500 | |||
Balance at Mar. 31, 2021 | $ 431 | (12,712,208) | (12,711,777) | |
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | |||
Net income (loss) | (2,847,267) | (2,847,267) | ||
Balance at Jun. 30, 2021 | $ 431 | (15,559,475) | (15,559,044) | |
Balance (in Shares) at Jun. 30, 2021 | 4,312,500 | |||
Balance at Dec. 31, 2021 | $ 431 | (14,506,334) | (14,505,903) | |
Balance (in Shares) at Dec. 31, 2021 | 4,312,500 | |||
Proceeds in excess of fair value of Working Capital Loan on issuance date | 85,100 | 85,100 | ||
Net income (loss) | 5,780,589 | 5,780,589 | ||
Balance at Mar. 31, 2022 | $ 431 | 85,100 | (8,725,745) | (8,640,214) |
Balance (in Shares) at Mar. 31, 2022 | 4,312,500 | |||
Balance at Dec. 31, 2021 | $ 431 | (14,506,334) | (14,505,903) | |
Balance (in Shares) at Dec. 31, 2021 | 4,312,500 | |||
Net income (loss) | 4,914,006 | |||
Balance at Jun. 30, 2022 | $ 431 | 171,969 | (9,592,328) | (9,419,928) |
Balance (in Shares) at Jun. 30, 2022 | 4,312,500 | |||
Balance at Mar. 31, 2022 | $ 431 | 85,100 | (8,725,745) | (8,640,214) |
Balance (in Shares) at Mar. 31, 2022 | 4,312,500 | |||
Re-measurement of Class A common stock to redemption amount | (7,428) | (7,428) | ||
Proceeds in excess of fair value of Working Capital Loan on issuance date | 94,297 | 94,297 | ||
Net income (loss) | (866,583) | (866,583) | ||
Balance at Jun. 30, 2022 | $ 431 | $ 171,969 | $ (9,592,328) | $ (9,419,928) |
Balance (in Shares) at Jun. 30, 2022 | 4,312,500 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ (1,893) | $ 4,914,006 | $ (1,459,167) | $ (406,026) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Formation cost paid by Sponsor through promissory note | 761 | |||
Interest earned on marketable securities held in Trust Account | (317,665) | (39,846) | (78,398) | |
Unrealized gain (loss) on marketable securities held in Trust Account | 15,355 | 2,373 | (2,211) | |
Change in fair value of warrant liabilities | (6,793,913) | 328,500 | (1,642,290) | |
Change in fair value of convertible promissory note – related party | (6,403) | |||
Transaction costs allocated to warrants | 523,013 | 523,013 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (34,750) | (359,867) | ||
Accounts payable and accrued expenses | 1,132 | 1,082,063 | 147,030 | 636,243 |
Income taxes payable | 73,182 | |||
Due to Sponsor | 1,000 | (1,000) | (1,000) | |
Net cash used in operating activities | 1,000 | (1,068,125) | (858,964) | (970,669) |
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (172,500,000) | (172,500,000) | ||
Net cash used in investing activities | (172,500,000) | (172,500,000) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 169,049,999 | 169,049,999 | ||
Proceeds from sale of Private Placement Warrants | 5,200,000 | 5,200,000 | ||
Proceeds from promissory note – related party | 5,000 | 5,000 | ||
Proceeds from convertible promissory note – related party | 712,500 | |||
Repayment of promissory note – related party | (88,905) | (88,905) | ||
Payment of offering costs | (296,352) | (296,352) | ||
Net cash provided by financing activities | 712,500 | 173,869,742 | 173,869,742 | |
Net Change in Cash | 1,000 | (355,625) | 510,778 | 399,073 |
Cash – Beginning of period | 400,073 | 1,000 | 1,000 | |
Cash – End of period | 1,000 | 44,448 | 511,778 | 400,073 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | ||||
Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | 69,500 | 214,852 | ||
Offering costs paid by Sponsor in exchange for issuance of founder shares | 25,000 | |||
Deferred offering costs paid through promissory note | 83,144 | |||
Fair value of Founder Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | ||
Proceeds in excess of fair value of Working Capital Loan on issuance date | 179,397 | |||
Deferred underwriting fee payable | 6,037,500 | |||
Remeasurement of Class A common stock subject to possible redemption | $ 7,428 | $ 19,990,222 | $ 19,990,222 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS KludeIn I Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 24, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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. The Company has two wholly -owned As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and subsequent to entering into the Merger Agreement described in Note 6, pursuing the completion of the business combination transaction. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,200,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to KludeIn Prime LLC (the “Sponsor”), generating gross proceeds of $5,200,000, which is described in Note 4. The Company incurred $14,303,235 in transaction costs, including $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees, $4,411,238 of fair value of the Founder Shares (defined below) attributable to the Anchor Investor (defined below) and $404,497 of other offering costs. Transaction costs allocated to the warrants were $523,013 and were expensed in the accompanying condensed consolidated statement of operations for the six months ended June 30, 2021. Following the closing of the Initial Public Offering on January 11, 2021, an amount of $172,500,000 ($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”), invested 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 -7 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Capital Markets rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -Business company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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, solely in its discretion. 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination 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 law 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 “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. 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 Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its 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 January 11, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -initial The Company initially had until July 11, 2022 to complete a Business Combination, which was extended to January 11, 2023 (the “Combination Period”) after the approval obtained at a special meeting of stockholders held on July 7, 2022 (the “Extension”). If the Company is unable to complete 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 business days thereafter, redeem the Public Shares, at a per -share At the special meeting of stockholders on July 7, 2022 in connection with the Extension, stockholders holding 6,845,606 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $68,488,348 (approximately $10.00 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company has 10,404,394 Public Shares outstanding and the aggregate amount remaining in the Trust Account was $104,093,013. On July 7, 2022, the Company issued an unsecured promissory note to the Sponsor for up to an aggregate principal amount of $2,060,070 (the “Extension Funds”) to be deposited into the Company’s Trust Account in connection with the Extension. The Company will deposit up to six equal installments of the Extension Funds, or $343,345, into the Trust Account on a monthly basis for each month of the Extension and such amount will be distributed either to: (i) all of the holders of the Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. The Extension Funds note is not convertible and bears no interest and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date of the liquidation of the Company. In connection with the Extension, the Company drew down $343,345 in July 2022 and August 2022, for an aggregate of $686,690, under the Extension Funds note and deposited the amounts into the Trust Account. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On May 18, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub -owned Liquidity and Going Concern In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a Business Combination, it may repay the notes out of the proceeds of the Trust Account released to it. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the notes, but no proceeds from our Trust Account would be used for such repayment. On January 21, 2022, the Company issued a promissory note with respect to the Working Capital Loans in the principal amount of up to $1,500,000 to the Sponsor. The Working Capital Loan is non -interest -Business As of June 30, 2022, the Company had $44,448 in its operating bank accounts, $172,882,919 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,330,503, which excludes $382,919 of interest earned on the Trust Account which is available to pay Delaware franchise taxes payable and income taxes payable. As of June 30, 2022, $382,919 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company has used and will be using the funds not held in the Trust Account and any additional funds available under the financing arrangement described below for completing the Company’s Target Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Subtopic 205 -40 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS KludeIn I Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 24, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,200,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to KludeIn Prime LLC (the “Sponsor”), generating gross proceeds of $5,200,000, which is described in Note 5. We incurred $14,303,235 in transaction costs, including $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees, $4,411,238 of fair value of the Founder Shares attributable to the Anchor Investor and $404,497 of other offering costs. Transaction costs allocated to the warrants were $523,013 and were expensed in the accompanying statement of operations for the year ended December 31, 2021. Following the closing of the Initial Public Offering on January 11, 2021, an amount of $172,500,000 ($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”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open -ended -7 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -Business The Company will provide its 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, solely in its discretion. 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination 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 law 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 “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. 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 6) 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 Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its 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 July 11, 2022 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -initial The Company will have until July 11, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete 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 business days thereafter, redeem the Public Shares, at a per -share remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 Liquidity and Going Concern As of December 31, 2021, the Company had $400,073 in its operating bank accounts, $172,580,609 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $156,693, which excludes interest earned in the Trust Account as such amount can be used to pay franchise and income taxes payable. As of December 31, 2021, approximately $80,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company has used and will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsors or an affiliate of our Sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If we complete a Business Combination, we may repay the notes out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the notes, but no proceeds from our Trust Account would be used for such repayment. On January 21, 2022, the Company issued a Working Capital Loan in the principal amount of up to $1,500,000 to the Sponsor. On January 31, 2022, the Company drew $350,000 on the Working Capital Loan. On April 1, 2022, the Company drew an additional $112,500 on the Working Capital Loan. The Working Capital Loan is non -interest -Business In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205 -40 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s audited financial statements as of December 31, 2021, the Company discovered an uncorrected error, and concluded it should restate its previously issued financial statements to properly record the Founders Shares attributable to the Anchor Investor, as defined in Note 6. In connection with the closing of the Initial Public Offering, the Anchor Investor acquired from the Sponsor an indirect economic interest in an aggregate of 635,625 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investor after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investor to be $4,411,238, or $6.94 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and Topic 5T. As a result, the offering costs should be allocated to the separable financial instruments issued in the Initial Public Offering using the with -and-without -in -measured Therefore, in accordance with SEC Staff Accounting Bulletin No. -evaluated The impact of the restatements noted above on the Company’s previously issued financial statements is reflected as follows: As Previously Adjustment As Restated Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Transaction costs allocated to warrants $ (364,208 ) $ (158,805 ) $ (523,013 ) Net income $ 1,546,905 $ (158,805 ) $ 1,388,100 Basic and diluted net income per share, Class A common stock $ 0.08 $ (0.01 ) $ 0.07 Basic and diluted net income per share, Class B common Stock $ 0.08 $ (0.01 ) $ 0.07 Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Transaction costs allocated to warrants $ (364,208 ) $ (158,805 ) $ (523,013 ) Net loss $ (1,300,362 ) $ (158,805 ) $ (1,459,167 ) Basic and diluted net loss per share, Class A common stock $ (0.06 ) $ (0.01 ) $ (0.07 ) Basic and diluted net loss per share, Class B common Stock $ (0.06 ) $ (0.01 ) $ (0.07 ) Condensed Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited) Transaction costs allocated to warrants $ (364,208 ) $ (158,805 ) $ (523,013 ) Net loss $ (275,234 ) $ (158,805 ) $ (434,039 ) Basic and diluted net loss per share, Class A common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) Basic and diluted net loss per share, Class B common Stock $ (0.01 ) $ (0.01 ) $ (0.02 ) Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Net income $ 1,546,905 $ (158,805 ) $ 1,388,100 Transaction costs allocated to warrants $ 364,208 $ 158,805 $ 523,013 Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Net loss $ (1,300,362 ) $ (158,805 ) $ (1,459,167 ) Transaction costs allocated to warrants $ 364,208 $ 158,805 $ 523,013 Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Net loss $ (275,234 ) $ (158,805 ) $ (434,039 ) Transaction costs allocated to warrants $ 364,208 $ 158,805 $ 523,013 Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,237 $ 4,411,238 As Previously Adjustment As Restated Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Re-measurement of Class A Common Stock to redemption amount $ (15,737,789 ) $ (4,252,433 ) $ (19,990,222 ) Net Income $ 1,546,905 $ (158,805 ) $ 1,388,100 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2021 (unaudited) Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Re-measurement of Class A Common Stock to redemption amount $ (15,737,789 ) $ (4,252,433 ) $ (19,990,222 ) Net loss $ (1,300,362 ) $ (158,805 ) $ (1,459,167 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2021 (unaudited) Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Re-measurement of Class A Common Stock to redemption amount $ (15,737,789 ) $ (4,252,433 ) $ (19,990,222 ) Net loss $ (275,234 ) $ (158,805 ) $ (434,039 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10 -K Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the quarterly period’s presentation. The reclassification relates to $85,100 from accumulated deficit to additional paid in capital presented on the condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2022 to conform with the current quarterly period’s presentation. Such reclassification has no effect on net income (loss) as previously reported. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly -owned Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 Use of Estimates The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of income 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Interest earned and gains and losses resulting from the change in fair value of investments held in the Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” 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 Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in At June 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the condensed consolidated balance sheet as temporary equity were reconciled in the following table: Gross proceeds for the Initial Public Offering $ 172,500,000 Less: Proceeds allocated to the initial fair value of Public Warrants (6,210,000 ) Class A common stock issuance costs (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs (4,252,433 ) Plus: Re-measurement of carrying value to redemption value 19,990,222 Class A common stock subject to possible redemption, as of December 31, 2021 172,500,000 Plus: Re-measurement of carrying value to redemption value 7,428 Class A common stock subject to possible redemption, as of June 30, 2022 $ 172,507,428 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Ross-Rubenstein -Ross-Rubenstein Convertible Instruments The Company evaluated the accounting for its promissory notes that feature conversion options in accordance with ASC 815, Derivatives and Hedging Activities (“ASC 815”). ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re -measured Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its warrants using the guidance in ASC Topic 470 -20 -20 -measured Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.22% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and (1.47)% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair values of warrant liability and Working Capital Loan, which are not included in taxable income, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. For interim periods, the income tax provision or benefit related to ordinary income or loss is computed at an estimated annual effective income tax rate and the income tax provision or benefit related to all other items is individually computed and recognized when the items occur. 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 shares of common stock outstanding for the period. The Company applies the two -class -measurement The calculation of diluted income (loss) per share of common stock 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 13,825,000 shares of Class A common stock in the aggregate, not including warrants that may be acquired from the conversion feature in the Working Capital Loan. As of June 30, 2022 and 2021, the Company did not have any other 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 income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. Founder Shares subject to forfeiture (see Note 5) are not included in weighted average shares outstanding for basic net income (loss) per share until the forfeiture restrictions lapse, however, they are included in weighted average shares outstanding for diluted net income (loss) per share for the entire period. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B 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) $ (693,266 ) $ (173,317 ) $ (2,277,814 ) $ (569,453 ) $ 3,931,205 $ 982,801 $ (1,155,513 ) $ (303,654 ) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 16,291,667 4,281,250 Basic and diluted net income (loss) per share of common stock $ (0.04 ) $ (0.04 ) $ (0.13 ) $ (0.13 ) $ 0.23 $ 0.23 $ (0.07 ) $ (0.07 ) 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 these accounts. 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 Company’s condensed consolidated balance sheets, primarily due to their short -term Recent Accounting Standards 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 condensed consolidated financial statements. | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 Use of Estimates The preparation of financial statements in conformity with U.S. 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 income 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity At December 31, 2021, 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. At December 31, 2020, there were no assets held in the Trust Account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” 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 Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity 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 stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in At December 31, 2021, the shares of Class A common stock reflected in the balance sheet as temporary equity were reconciled in the following table: Gross proceeds for the Initial Public Offering $ 172,500,000 Less: Proceeds allocated to the fair value of Public Warrants (6,210,000 ) Class A common stock issuance costs (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock (4,252,433 ) Plus: Re-measurement of carrying value to redemption value 19,990,222 Class A common stock subject to possible redemption $ 172,500,000 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Ross-Rubenstein -Ross-Rubenstein Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its warrants using the guidance in ASC Topic 470 -20 -20 companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $14,303,235 — consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting commissions, $4,411,238 of fair value of the Founder Shares attributable to the Anchor Investor, and $404,497 of other offering costs — to the issuance of its Class A common stock and warrants in the amount of $13,780,222 and $523,013, respectively. Issuance costs attributed to the warrants were expensed to the statement of operations for the year ended December 31, 2021. Issuance costs attributed to the Class A common stock were initially charged to temporary equity and then re -measured 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. FASB 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 Loss per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two -class -measurement The calculation of diluted loss per share of common stock 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 13,825,000 Class B Founder Shares subject to forfeiture (see Note 6) are not included in weighted average shares outstanding until the forfeiture restrictions lapse. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended For the Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (323,233 ) $ (82,793 ) $ — $ (1,893 ) Denominator: Basic and diluted weighted average shares outstanding 16,776,099 4,297,047 — 3,750,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) 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 these accounts. 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 Company’s balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 -20 -40 -06 -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes a full exercise by the underwriters of their over -allotment -half | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes a full exercise by the underwriters of their over -allotment -half |
Private Placement Warrants
Private Placement Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placement Warrants [Abstract] | ||
PRIVATE PLACEMENT WARRANTS | NOTE 4 — PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($5,200,000 in the aggregate), in a private placement. Certain qualified institutional buyers or institutional accredited investors (“Anchor Investor”) purchased an aggregate of 780,000 Private Placement Warrants from the Sponsor at a price of $1.00 per Private Placement Warrant ($780,000 in the aggregate). As a result, the Sponsor and Anchor Investor held 4,420,000 and 780,000 Private Placement Warrants, respectively. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. 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 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. As a result of the difference in the initial fair value of $0.72 per warrant of the Private Placement Warrants and the purchase price of $1.00 per share, the Company recorded a contribution to additional paid -in | NOTE 5 — PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($5,200,000 in the aggregate), in a private placement. Certain qualified institutional buyers or institutional accredited investors (“Anchor Investor”) purchased an aggregate of 780,000 Private Placement Warrants from the Sponsor at a price of $1.00 per Private Placement Warrant ($780,000 in the aggregate). As a result, the Sponsor and Anchor Investor held 4,400,000 and 780,000 Private Placement Warrants, respectively. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. 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 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 24, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 4,312,500 shares of Class B common stock (the “Founder Shares”). On January 6, 2021, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Company’s director nominees. These 75,000 Founder Shares were not subject to forfeiture in the event the underwriter’s over -allotment -allotment -converted -allotment The Sponsor and its director nominees have agreed, subject to certain 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 or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading In connection with the closing of the Initial Public Offering, the Anchor Investor acquired from the Sponsor an indirect economic interest in an aggregate of 635,625 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investor after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investor to be $4,411,238, or $6.94 per share. The fair value of the Founder Shares was estimated using the income approach. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and Topic 5T. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering using the with -and-without -in -measured The transfer of the Founders Shares to the Company’s director nominees, as described above, is within the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based less the amount initially received for the purchase of the Founders Shares. As of June 30, 2022 and December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock -based Promissory Note — Related Party On September 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non -interest Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, make 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. On January 21, 2022, the Company issued a promissory note with respect to the Working Capital Loans in the principal amount of up to $1,500,000 to the Sponsor. The Working Capital Loan is non -interest -Business Extension Funds On July 7, 2022, the Company issued an unsecured promissory note to the Sponsor for up to an aggregate principal amount of $2,060,070 to be deposited into the Trust Account in connection with the Extension. The Company will deposit up to six equal installments of the Extension Funds, or $343,345, into the Trust Account on a monthly basis for each month of the Extension and such amount will be distributed either to: (i) all of the holders of the Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. The Extension Funds note is not convertible and bears no interest and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date of the liquidation of the Company. In connection with the Extension, the Company drew down $343,345 in July 2022 and August 2022, for an aggregate of $686,690, under the Extension Funds note and deposited the amounts into the Trust Account. | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On September 24, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 4,312,500 -allotment -allotment -converted -allotment The Sponsor and its director nominees have agreed, subject to certain 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 or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading In connection with the closing of the Initial Public Offering, the Anchor Investor, as defined in Note 5, acquired from the Sponsor an indirect economic interest in an aggregate of 635,625 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investor after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investor to be $4,411,238, or $6.94 per share. The fair value of the Founder Shares was estimated using the income approach. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and Topic 5T. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering using the with -and-without -in -measured The transfer of the Founders Shares to the Company’s director nominees, as described above, is within the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based -based Promissory Note — Related Party On September 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non -interest 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 directors and officers 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, had not been determined and no written agreements existed 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 -interest -Business |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a Registration Rights Agreement entered into on January 6, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of 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 Company’s securities held by them. 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 In connection with the Closing, the existing Registration Rights Agreement, dated as of January 6, 2021, between the Company and the Sponsor will be amended and restated and the Company, the Sponsor, and certain persons and entities holding securities of Near prior to the Closing (collectively, together with the Sponsor, the “Reg Rights Holders”) will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, the Company will agree that, within 30 days after the Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”), and the Company will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in no event later than 60 days (or 90 days if the SEC notifies the Company that it will review the Resale Registration Statement). In certain circumstances, each of the Reg Rights Holders can demand up to two underwritten offerings and will be entitled to piggyback registration rights, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Contingent Legal Fees As of June 30, 2022 and December 31, 2021, the Company has incurred legal fees of $1,244,802 and $118,550, respectively, payments for which are contingent upon the consummation of the Business Combination, of which such amounts are included in accrued expenses in the accompanying condensed consolidated balance sheets. Advisor Agreement On September 16, 2021, the Company entered into an advisor agreement, in which the advisor (CF&CO) will act as the Company’s placement agent and arranger in connection with any financing. Additionally, the advisor will act as a capital markets advisor in connection with the Target Business Combination. The Company agrees to pay the advisor the following (i) $6 million if the Total Capital (as hereinafter defined) involved in the Financing and Target Business Combination is less than $175.5 million (ii) $8 million if the Total Capital involved in the Financing and Target Business Combination is equal to or greater than $175.5 million but less than $225 million; or (iii) $10 million if the Total Capital involved in the Financing and Target Business Combination is equal to or greater than $225 million. For purposes of this Agreement, “Total Capital” means the aggregate amount of proceeds received from any Financing plus the total amount of proceeds raised in connection with the initial public offering of the Company (the “IPO”) that remain in the Trust Account at the time of the closing of the Target Business Combination, after giving effect to redemptions of any Public Stockholders. Upon the earlier of (i) the consummation of the Target Business Combination or any other Business Combination, (ii) the liquidation of the Company in accordance with its organizational documents if it does not consummate a Business Combination prior to its deadline to do so (as such deadline may be extended by amendment to the Company’s organizational documents), or (iii) termination of this Agreement, the Company will promptly reimburse CF&CO for its out -of-pocket -mail Merger Agreement On May 18, 2022, the Company entered into Merger Agreement. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger Agreement. Near, a global leader in privacy -led Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, immediately prior to the Closing The Company’s securities (the “Merger Consideration”) payable to Near security holders from the Company at the effective time of the First Merger (the “First Effective Time”) will have an aggregate value equal to, without duplication, (i) the Company Base Value (as defined below), (ii) minus (or plus, if negative), the Closing Net Debt, (iii) (x) plus, in the event that the Closing Net Working Capital Amount exceeds the Target Net Working Capital Amount, the difference between the Closing Net Working Capital Amount and the Target Net Working Capital Amount, or (y) minus, in the event that the Closing Net Working Capital Amount is less than the Target Net Working Capital Amount, the difference between the Closing Net Working Capital Amount and the Target Net Working Capital Amount, and (iv) minus the amount of any unpaid Company Transaction Expenses. For purposes of the Merger Agreement, “Company Base Value” is an amount equal to Six Hundred Seventy -Five The Merger Consideration to be paid to the Near security holders will be paid solely by the delivery of new Company securities in accordance with the conversion ratio specified in the Merger Agreement. In accordance with the terms and subject to the conditions of the Merger Agreement, at the First Effective Time (i) each share of Near’s common stock outstanding as of immediately prior to the First Effective Time will be converted into a right to receive a number of shares of the Company’s Class A common stock (“Purchaser Class A Common Stock”) (with each valued at $10.00 per share), (ii) each outstanding Near restricted stock unit (whether vested or unvested) will be assumed by the Company and converted into a restricted stock unit of the Company, (iii) each outstanding Near warrant that is issued and outstanding will be assumed by the Company and converted into a corresponding warrant to purchase shares of Purchaser Class A Common Stock, in accordance with the terms of such warrants, and (iv) to the extent there are any other Near convertible securities, if not exercised or converted prior to the First Effective Time, such security will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of Purchaser Class A Common Stock. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Report. Common Stock Subscription Agreement Simultaneously with the execution and delivery of the Merger Agreement, KludeIn entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and related registration rights agreement (the “CF Registration Rights Agreement”) with CF Principal Investments LLC (“CF”). Pursuant to the Common Stock Purchase Agreement, following the Closing, Near, as KludeIn’s successor, has the right to sell to CF up to a Total Commitment (as defined in the Common Stock Purchase Agreement) of $100,000,000 in shares of Near’s Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Near is obligated under the Common Stock Purchase Agreement and the CF Registration Rights Agreement to file a registration statement with the SEC to register under the Securities Act for the resale by CF of shares of Common Stock that Near may issue to CF under the Common Stock Purchase Agreement. Near will not have the right to commence any sales of Common Stock to CF under the Common Stock Purchase Agreement until the Commencement (as defined in the Common Stock Purchase Agreement), which is the time when all of the conditions to the Near’s right to commence sales of Common Stock to CF set forth in the Common Stock Purchase Agreement have been satisfied, including that a registration statement relating to the Common Stock is filed and declared effective by the SEC. After the Commencement, Near will have the right, from time to time at its sole discretion until the first day of the month next following the 36 -month The purchase price of the shares of Common Stock that Near elects to sell to CF pursuant to the Common Stock Purchase Agreement will be the volume weighted average price of the Common Stock during the applicable purchase date on which Near has timely delivered written notice to CF directing it to purchase the shares of Common Stock under the Common Stock Purchase Agreement. Near will receive 98% of the volume weighted average price of the Common Stock so sold. In connection with the execution of the Common Stock Purchase Agreement, Near will issue to CF shares of New Near Common Stock in an amount equal to $2,000,000 at a per share price based on the price of Near’s Common Stock on the Commencement Date, as consideration for CF’s irrevocable commitment to purchase the shares of Common Stock upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement. The foregoing description of the Common Stock Subscription Agreement and the CF Registration Rights Agreement is qualified in its entirety by reference to the full text of the Common Stock Subscription Agreement and the CF Registration Rights Agreement, copies of which are filed as Exhibits 10.6 and 10.7, respectively, to this Report. The material terms and conditions of the Merger Agreement and the related ancillary agreements (attached hereto as Exhibits 10.1 through 10.7) were previously disclosed in the Company’s Current Report on Form 8 -K Registration Statement on Form S-4 The Company filed a Registration Statement on Form S -4 | NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 6, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of 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 our securities held by them. 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 The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s 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 $6,037,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Contingent Legal Fees As of December 31, 2021, the Company has incurred legal fees of $118,550, payment for which are contingent upon the consummation of the Business Combination, of which such amount is included in accrued expenses in the accompanying balance sheet. There were no contingent fees incurred in 2020, nor was there an accrual outstanding as of December 31, 2020. |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one -for-one -linked -converted -linked -linked -equivalent | NOTE 8 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred Stock Class A Common Stock Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one -for-one -linked -converted -linked -linked -equivalent |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 — INCOME TAX The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (320,314 ) (398 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance 320,314 398 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $140,812 and $1,132 of U.S. federal net operating loss carryovers available to offset future taxable income. Federal net operating loss can be carried forward indefinitely. 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 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $320,314 and $398, respectively. The Company’s net deferred tax assets (liabilities) are as follows: December 31, December 31, Deferred tax assets (liabilities) Net operating loss carryforward $ 29,571 $ 238 Startup and organizational costs 295,262 160 Unrealized gain on marketable securities (4,121 ) — Total deferred tax assets 320,712 398 Valuation allowance (320,712 ) (398 ) Deferred tax assets, net of valuation allowance $ — $ — A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 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 warrants 84.9 % 0.0 % Transaction costs allocable to warrants (27.1 )% 0.0 % Change in valuation allowance (78.9 )% (21.0 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers California to be a significant state tax jurisdiction. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrant Liabilities [Abstract] | ||
WARRANT LIABILITIES | NOTE 8 — WARRANT LIABILITIES As of June 30, 2022 and December 31, 2021, there were 8,625,000 Public Warrants outstanding. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public 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 th Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company 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, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public 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 Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked At June 30, 2022 and December 31, 2021, there were 5,200,000 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 shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non -redeemable | NOTE 10 — WARRANT LIABILITIES As of December 31, 2021, there were 8,625,000 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public 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 th Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company 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, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public 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 Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked At December 31, 2021, there were 5,200,000 Private Placement Warrants outstanding. As of December 31, 2020, there were no 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 shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non -redeemable |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, June 30, Assets: Cash and marketable securities held in Trust Account 1 $ 172,580,609 $ 172,882,919 Liabilities: Warrant Liabilities – Public Warrants 1 5,180,136 946,908 Warrant Liabilities – Private Placement Warrants 3 3,131,574 570,889 Working Capital Loan 3 — 526,700 The warrants were accounted for as liabilities in accordance with ASC 815 -40 As of June 30, 2022 and December 31, 2021, the Private Placement Warrants were valued using a binomial lattice model which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the closing date of the Initial Public Offering was derived from observable Public Warrant pricing on comparable ‘blank -check The following table provides quantitative information regarding Level 3 fair value measurements for Private Placement Warrants at June 30, 2022 and December 31, 2021: As of As of Stock price $ 9.99 $ 9.84 Strike price $ 11.50 $ 11.50 Volatility 2.7 % 12.2 % Risk-free rate 2.98 % 1.17 % Probability of Business Combination occurring 75 % 75 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 0.11 $ 0.60 The following table presents the changes in the fair value of Level 3 warrant liabilities for the three and six months ended June 30, 2021: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000 Change in valuation inputs or other assumptions (832,000 ) (1,380,000 ) (2,212,000 ) Transfer to Level 1 — (4,830,000 ) (4,830,000 ) Fair value as of March 31, 2021 $ 2,912,000 $ — $ 2,912,000 Change in valuation inputs or other assumptions 988,000 — 988,000 Fair value as of June 30, 2021 $ 3,900,000 $ — $ 3,900,000 The following table presents the changes in the fair value of Level 3 warrant liabilities for the three and six months ended June 30, 2022: Private Fair value as of January 1, 2022 $ 3,131,574 Change in fair value (2,403,574 ) Fair value as of March 31, 2022 $ 728,000 Change in fair value (157,111 ) Fair value as of June 30, 2022 $ 570,889 Transfers to/from Levels The Working Capital Loan was measured at fair value as of the date of the initial borrowing on January 31, 2022 and for subsequent borrowings on April 1, 2022 and June 30, 2022, and as of June 30, 2022. The discounted cash flow method was used to value the debt component of the Working Capital Loan and the Black Scholes Option Pricing Model was used to value the debt conversion option. There were no transfers out of Level 3 to other levels in the fair value hierarchy during the three and six months ended June 30, 2022 for the Working Capital Loan. The following table provides quantitative information regarding Level 3 fair value measurements for the Working Capital Loan at June 30, 2022, April 1, 2022 and January 31, 2022: As of As of As of Stock price $ 9.99 $ 9.94 $ 9.87 Strike price $ 11.50 $ 11.50 $ 11.50 Volatility 10.1 % 3.8 % 9.1 % Risk-free rate 2.98 % 2.40 % 2.40 % Probability of Business Combination occurring 75 % 75 % 75 % Dividend yield 0.0 % 0.0 % 0.0 % The following contains additional information regarding the inputs used in the pricing models: • • -free -free • • The following table presents the changes in the fair value of Level 3 Working Capital Loan for the three and six months ended June 30, 2022: Working Fair value as of January 1, 2022 $ — Initial measurement at January 31, 2022 264,900 Change in fair value (5,400 ) Fair value as of March 31, 2022 $ 259,500 Initial measurement at April 1, 2022 83,396 Initial measurement at June 30, 2022 184,807 Change in fair value (1,003 ) Fair value as of June 30, 2022 $ 526,700 Transfers to/from Levels | NOTE 11 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 172,580,609 Liabilities: Warrant Liabilities – Public Warrants 1 5,180,136 Warrant Liabilities – Private Placement Warrants 3 3,131,574 The warrants were accounted for as liabilities in accordance with ASC 815 -40 As of December 31, 2021, the Private Placement Warrants were valued using a binomial lattice model which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the closing date of the Initial Public Offering was derived from observable Public Warrant pricing on comparable ‘blank -check The following table provides quantitative information regarding Level 3 fair value measurements for both public and private placement warrants at January 11, 2021 and for private placement warrants only at December 31, 2021: At As of December 31, 2021 Stock price $ 9.64 $ 9.84 Strike price $ 11.50 $ 11.50 Volatility 14.1 % 12.2 % Risk-free rate 0.56 % 1.17 % Probability of Business Combination occurring 75 % 75 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 0.72 $ 0.60 The following contains additional information regarding the inputs used in the pricing models: • • -free -free • • The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000 Change in fair value (612,426 ) (1,380,000 ) (1,992,426 ) Transfer to Level 1 — (4,830,000 ) (4,830,000 ) Fair value as of December 31, 2021 3,131,574 — 3,131,574 Transfers to/from Levels |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated 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 condensed consolidated financial statements. On July 7, 2022, the Company withdrew $322,309 from the Trust to pay for the Company’s previously paid and accrued tax obligations, of which $20,000 is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet as of June 30, 2022. On July 7, 2022, the Company issued an unsecured promissory note to the Sponsor for up to an aggregate principal amount of $2,060,070 to be deposited into the Company’s Trust Account in connection with the Extension. The Company will deposit up to six equal installments of the Extension Funds, or $343,345, into the Trust Account on a monthly basis for each month of the Extension and such amount will be distributed either to: (i) all of the holders of the Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. The Extension Funds note is not convertible and bears no interest and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date of the liquidation of the Company. In connection with the Extension, the Company drew down $343,345 in July 2022 and August 2022, for an aggregate of $686,690, under the Extension Funds note and deposited the amount into the Trust Account. At the special meeting of stockholders on July 7, 2022 in connection with the Extension, stockholders holding 6,845,606 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $68,488,348 (approximately $10.00 per share), which included $32,288 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligation, was removed from the Trust Account to pay such holders. Following redemptions, the Company had 10,404,394 Public Shares outstanding and the aggregate amounts remaining in the Trust Account was $104,093,013. In August 2022, the Company received a $200,000 advance from its Sponsor for working capital purposes. | NOTE 12 — 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, except as identified below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As discussed in Note 6, on January 21, 2022, the Company issued a Working Capital Loan in the principal amount of up to $1,500,000 to the Sponsor. On January 31, 2022, the Company drew $350,000 on the Working Capital Loan. On April 1, 2022, the Company drew an additional $112,500 on the Working Capital Loan. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10 -K | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 |
Use of Estimates | Use of Estimates The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of income 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. 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 income 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Interest earned and gains and losses resulting from the change in fair value of investments held in the Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity At December 31, 2021, 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. At December 31, 2020, there were no assets held in the Trust Account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” 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 Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in At June 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the condensed consolidated balance sheet as temporary equity were reconciled in the following table: Gross proceeds for the Initial Public Offering $ 172,500,000 Less: Proceeds allocated to the initial fair value of Public Warrants (6,210,000 ) Class A common stock issuance costs (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs (4,252,433 ) Plus: Re-measurement of carrying value to redemption value 19,990,222 Class A common stock subject to possible redemption, as of December 31, 2021 172,500,000 Plus: Re-measurement of carrying value to redemption value 7,428 Class A common stock subject to possible redemption, as of June 30, 2022 $ 172,507,428 | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” 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 Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity 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 stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in At December 31, 2021, the shares of Class A common stock reflected in the balance sheet as temporary equity were reconciled in the following table: Gross proceeds for the Initial Public Offering $ 172,500,000 Less: Proceeds allocated to the fair value of Public Warrants (6,210,000 ) Class A common stock issuance costs (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock (4,252,433 ) Plus: Re-measurement of carrying value to redemption value 19,990,222 Class A common stock subject to possible redemption $ 172,500,000 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Ross-Rubenstein -Ross-Rubenstein | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Ross-Rubenstein -Ross-Rubenstein |
Allocation of issuance costs | Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its warrants using the guidance in ASC Topic 470 -20 -20 -measured | Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its warrants using the guidance in ASC Topic 470 -20 -20 companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $14,303,235 — consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting commissions, $4,411,238 of fair value of the Founder Shares attributable to the Anchor Investor, and $404,497 of other offering costs — to the issuance of its Class A common stock and warrants in the amount of $13,780,222 and $523,013, respectively. Issuance costs attributed to the warrants were expensed to the statement of operations for the year ended December 31, 2021. Issuance costs attributed to the Class A common stock were initially charged to temporary equity and then re -measured |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.22% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and (1.47)% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair values of warrant liability and Working Capital Loan, which are not included in taxable income, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. For interim periods, the income tax provision or benefit related to ordinary income or loss is computed at an estimated annual effective income tax rate and the income tax provision or benefit related to all other items is individually computed and recognized when the items occur. | 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. FASB 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 per Share of Common Stock | 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 shares of common stock outstanding for the period. The Company applies the two -class -measurement The calculation of diluted income (loss) per share of common stock 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 13,825,000 shares of Class A common stock in the aggregate, not including warrants that may be acquired from the conversion feature in the Working Capital Loan. As of June 30, 2022 and 2021, the Company did not have any other 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 income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. Founder Shares subject to forfeiture (see Note 5) are not included in weighted average shares outstanding for basic net income (loss) per share until the forfeiture restrictions lapse, however, they are included in weighted average shares outstanding for diluted net income (loss) per share for the entire period. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B 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) $ (693,266 ) $ (173,317 ) $ (2,277,814 ) $ (569,453 ) $ 3,931,205 $ 982,801 $ (1,155,513 ) $ (303,654 ) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 16,291,667 4,281,250 Basic and diluted net income (loss) per share of common stock $ (0.04 ) $ (0.04 ) $ (0.13 ) $ (0.13 ) $ 0.23 $ 0.23 $ (0.07 ) $ (0.07 ) | Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two -class -measurement The calculation of diluted loss per share of common stock 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 13,825,000 Class B Founder Shares subject to forfeiture (see Note 6) are not included in weighted average shares outstanding until the forfeiture restrictions lapse. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended For the Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (323,233 ) $ (82,793 ) $ — $ (1,893 ) Denominator: Basic and diluted weighted average shares outstanding 16,776,099 4,297,047 — 3,750,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) |
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 these accounts. | 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 these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheets, primarily due to their short -term | 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 Company’s balance sheets, primarily due to their short -term |
Recent Accounting Standards | Recent Accounting Standards 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 condensed consolidated financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 -20 -40 -06 -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Reclassifications | Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the quarterly period’s presentation. The reclassification relates to $85,100 from accumulated deficit to additional paid in capital presented on the condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2022 to conform with the current quarterly period’s presentation. Such reclassification has no effect on net income (loss) as previously reported. | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly -owned | |
Convertible Instruments | Convertible Instruments The Company evaluated the accounting for its promissory notes that feature conversion options in accordance with ASC 815, Derivatives and Hedging Activities (“ASC 815”). ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re -measured |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of the company’s financial statement | As Previously Adjustment As Restated Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Transaction costs allocated to warrants $ (364,208 ) $ (158,805 ) $ (523,013 ) Net income $ 1,546,905 $ (158,805 ) $ 1,388,100 Basic and diluted net income per share, Class A common stock $ 0.08 $ (0.01 ) $ 0.07 Basic and diluted net income per share, Class B common Stock $ 0.08 $ (0.01 ) $ 0.07 Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Transaction costs allocated to warrants $ (364,208 ) $ (158,805 ) $ (523,013 ) Net loss $ (1,300,362 ) $ (158,805 ) $ (1,459,167 ) Basic and diluted net loss per share, Class A common stock $ (0.06 ) $ (0.01 ) $ (0.07 ) Basic and diluted net loss per share, Class B common Stock $ (0.06 ) $ (0.01 ) $ (0.07 ) Condensed Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited) Transaction costs allocated to warrants $ (364,208 ) $ (158,805 ) $ (523,013 ) Net loss $ (275,234 ) $ (158,805 ) $ (434,039 ) Basic and diluted net loss per share, Class A common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) Basic and diluted net loss per share, Class B common Stock $ (0.01 ) $ (0.01 ) $ (0.02 ) Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Net income $ 1,546,905 $ (158,805 ) $ 1,388,100 Transaction costs allocated to warrants $ 364,208 $ 158,805 $ 523,013 Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Net loss $ (1,300,362 ) $ (158,805 ) $ (1,459,167 ) Transaction costs allocated to warrants $ 364,208 $ 158,805 $ 523,013 Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Net loss $ (275,234 ) $ (158,805 ) $ (434,039 ) Transaction costs allocated to warrants $ 364,208 $ 158,805 $ 523,013 Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,237 $ 4,411,238 As Previously Adjustment As Restated Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Re-measurement of Class A Common Stock to redemption amount $ (15,737,789 ) $ (4,252,433 ) $ (19,990,222 ) Net Income $ 1,546,905 $ (158,805 ) $ 1,388,100 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2021 (unaudited) Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Re-measurement of Class A Common Stock to redemption amount $ (15,737,789 ) $ (4,252,433 ) $ (19,990,222 ) Net loss $ (1,300,362 ) $ (158,805 ) $ (1,459,167 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2021 (unaudited) Fair value of Founder Shares attributable to Anchor Investor $ — $ 4,411,238 $ 4,411,238 Re-measurement of Class A Common Stock to redemption amount $ (15,737,789 ) $ (4,252,433 ) $ (19,990,222 ) Net loss $ (275,234 ) $ (158,805 ) $ (434,039 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of the shares of Class A common stock reflected in the condensed balance sheets as temporary equity | Gross proceeds for the Initial Public Offering $ 172,500,000 Less: Proceeds allocated to the initial fair value of Public Warrants (6,210,000 ) Class A common stock issuance costs (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs (4,252,433 ) Plus: Re-measurement of carrying value to redemption value 19,990,222 Class A common stock subject to possible redemption, as of December 31, 2021 172,500,000 Plus: Re-measurement of carrying value to redemption value 7,428 Class A common stock subject to possible redemption, as of June 30, 2022 $ 172,507,428 | Gross proceeds for the Initial Public Offering $ 172,500,000 Less: Proceeds allocated to the fair value of Public Warrants (6,210,000 ) Class A common stock issuance costs (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock (4,252,433 ) Plus: Re-measurement of carrying value to redemption value 19,990,222 Class A common stock subject to possible redemption $ 172,500,000 |
Schedule of basic and diluted net loss per common share | For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B 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) $ (693,266 ) $ (173,317 ) $ (2,277,814 ) $ (569,453 ) $ 3,931,205 $ 982,801 $ (1,155,513 ) $ (303,654 ) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 16,291,667 4,281,250 Basic and diluted net income (loss) per share of common stock $ (0.04 ) $ (0.04 ) $ (0.13 ) $ (0.13 ) $ 0.23 $ 0.23 $ (0.07 ) $ (0.07 ) | Year Ended For the Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (323,233 ) $ (82,793 ) $ — $ (1,893 ) Denominator: Basic and diluted weighted average shares outstanding 16,776,099 4,297,047 — 3,750,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision consists | December 31, December 31, Federal Current $ — $ — Deferred (320,314 ) (398 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance 320,314 398 Income tax provision $ — $ — |
Schedule of net deferred tax assets (liabilities) | December 31, December 31, Deferred tax assets (liabilities) Net operating loss carryforward $ 29,571 $ 238 Startup and organizational costs 295,262 160 Unrealized gain on marketable securities (4,121 ) — Total deferred tax assets 320,712 398 Valuation allowance (320,712 ) (398 ) Deferred tax assets, net of valuation allowance $ — $ — |
Schedule of a reconciliation of the federal income tax rate | December 31, December 31, 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 warrants 84.9 % 0.0 % Transaction costs allocable to warrants (27.1 )% 0.0 % Change in valuation allowance (78.9 )% (21.0 )% Income tax provision 0.0 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of assets that are measured at fair value on a recurring basis | Description Level December 31, June 30, Assets: Cash and marketable securities held in Trust Account 1 $ 172,580,609 $ 172,882,919 Liabilities: Warrant Liabilities – Public Warrants 1 5,180,136 946,908 Warrant Liabilities – Private Placement Warrants 3 3,131,574 570,889 Working Capital Loan 3 — 526,700 | Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 172,580,609 Liabilities: Warrant Liabilities – Public Warrants 1 5,180,136 Warrant Liabilities – Private Placement Warrants 3 3,131,574 |
Schedule of provides quantitative information regarding Level 3 fair value measurements | As of As of Stock price $ 9.99 $ 9.84 Strike price $ 11.50 $ 11.50 Volatility 2.7 % 12.2 % Risk-free rate 2.98 % 1.17 % Probability of Business Combination occurring 75 % 75 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 0.11 $ 0.60 As of As of As of Stock price $ 9.99 $ 9.94 $ 9.87 Strike price $ 11.50 $ 11.50 $ 11.50 Volatility 10.1 % 3.8 % 9.1 % Risk-free rate 2.98 % 2.40 % 2.40 % Probability of Business Combination occurring 75 % 75 % 75 % Dividend yield 0.0 % 0.0 % 0.0 % | At As of December 31, 2021 Stock price $ 9.64 $ 9.84 Strike price $ 11.50 $ 11.50 Volatility 14.1 % 12.2 % Risk-free rate 0.56 % 1.17 % Probability of Business Combination occurring 75 % 75 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 0.72 $ 0.60 |
Schedule of change in the fair value of warrant liabilities | Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000 Change in valuation inputs or other assumptions (832,000 ) (1,380,000 ) (2,212,000 ) Transfer to Level 1 — (4,830,000 ) (4,830,000 ) Fair value as of March 31, 2021 $ 2,912,000 $ — $ 2,912,000 Change in valuation inputs or other assumptions 988,000 — 988,000 Fair value as of June 30, 2021 $ 3,900,000 $ — $ 3,900,000 Private Fair value as of January 1, 2022 $ 3,131,574 Change in fair value (2,403,574 ) Fair value as of March 31, 2022 $ 728,000 Change in fair value (157,111 ) Fair value as of June 30, 2022 $ 570,889 Working Fair value as of January 1, 2022 $ — Initial measurement at January 31, 2022 264,900 Change in fair value (5,400 ) Fair value as of March 31, 2022 $ 259,500 Initial measurement at April 1, 2022 83,396 Initial measurement at June 30, 2022 184,807 Change in fair value (1,003 ) Fair value as of June 30, 2022 $ 526,700 | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000 Change in fair value (612,426 ) (1,380,000 ) (1,992,426 ) Transfer to Level 1 — (4,830,000 ) (4,830,000 ) Fair value as of December 31, 2021 3,131,574 — 3,131,574 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jul. 07, 2022 | Jan. 11, 2021 | Jan. 11, 2021 | Jan. 21, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | Apr. 01, 2022 | Jan. 31, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Gross proceeds | $ 172,500,000 | $ 172,500,000 | |||||||
Transaction costs amount | $ 14,303,235 | $ 14,303,235 | |||||||
Underwriting fees | 3,450,000 | 3,450,000 | |||||||
Deferred underwriting fees | 6,037,500 | 6,037,500 | |||||||
Fair value amount | 4,411,238 | 4,411,238 | |||||||
Other offering costs | $ 404,497 | $ 404,497 | |||||||
Net proceeds | $ 172,500,000 | $ 172,500,000 | |||||||
Share unit price (in Dollars per share) | $ 10 | $ 10 | |||||||
Fair market value, percentage | 80% | 80% | |||||||
Public share (in Dollars per share) | $ 10 | $ 10 | |||||||
Public share percentage | 15% | 15% | |||||||
Public shares redeem percentage | 100% | 100% | |||||||
Dissolution expenses | $ 100,000 | $ 100,000 | |||||||
Offering price per share (in Dollars per share) | $ (10) | $ (10) | |||||||
Operating bank accounts | $ 44,448 | $ 400,073 | |||||||
Working capital | 1,330,503 | 156,693 | |||||||
Principal amount | $ 1,500,000 | ||||||||
Working capital loan | $ 1,500,000 | 250,000 | 1,500,000 | $ 112,500 | $ 350,000 | ||||
Convertible warrants per share (in Dollars per share) | $ 1 | ||||||||
Taxes payable | $ 382,919 | ||||||||
Working capital loan description | the Company had drawn $712,500 on the Working Capital Loan and had $787,500 available to draw. | ||||||||
Warrant [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Transaction costs amount | $ 523,013 | 523,013 | |||||||
Securities [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Amount held in trust account | $ 172,882,919 | $ 172,580,609 | |||||||
IPO [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Issuance of units (in Shares) | 17,250,000 | 17,250,000 | |||||||
Per share unit (in Dollars per share) | $ 10 | $ 10 | |||||||
Over-Allotment Option [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Issuance of units (in Shares) | 2,250,000 | 2,250,000 | |||||||
Per share unit (in Dollars per share) | $ 10 | $ 10 | |||||||
Private Placement Warrant [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Issuance of units (in Shares) | 5,200,000 | 5,200,000 | |||||||
Per share unit (in Dollars per share) | $ 1 | $ 1 | |||||||
Gross proceeds | $ 5,200,000 | $ 5,200,000 | |||||||
Subsequent Event [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Per share unit (in Dollars per share) | $ 10 | ||||||||
Amount held in trust account | $ 104,093,013 | ||||||||
Principal amount | $ 1,500,000 | ||||||||
Working capital loan | $ 200,000 | ||||||||
Convertible warrants per share (in Dollars per share) | $ 1 | ||||||||
Exercised shared (in Shares) | 6,845,606 | ||||||||
Trust account to pay | $ 68,488,348 | ||||||||
Public Shares outstanding (in Shares) | 10,404,394 | ||||||||
Deposits [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Amount held in trust account | $ 382,919 | $ 80,000 | |||||||
Extension Funds [Member] | Subsequent Event [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Amount held in trust account | $ 343,345 | ||||||||
Aggregate principal amount | $ 2,060,070 | ||||||||
Debt Instrument, Description | In connection with the Extension, the Company drew down $343,345 in July 2022 and August 2022, for an aggregate of $686,690, under the Extension Funds note and deposited the amounts into the Trust Account. | ||||||||
Business Combination [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Outstanding voting securities percentage | 50% | 50% | |||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||
Aggregate founder shares (in Shares) | 635,625 | 635,625 |
Fair value amount | $ 4,411,238 | $ 4,411,238 |
Fair value per shares (in Dollars per share) | $ 6.94 | $ 6.94 |
Offering costs amount | $ 4,411,238 | $ 4,411,238 |
Transaction cost | 158,805 | 158,805 |
Warrant liabilities | $ 4,252,433 | $ 4,252,433 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of the company’s financial statement - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
As Previously Reported in Form 10-Q/A for the Quarter ended September 30, 2021 [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of the company’s financial statement [Line Items] | |||
Transaction costs allocated to warrants | $ (364,208) | $ (364,208) | $ (364,208) |
Net income (Loss) | $ 1,546,905 | $ (1,300,362) | $ (275,234) |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0.08 | $ (0.06) | $ (0.01) |
Basic and diluted net income per share, Class B common Stock (in Dollars per share) | $ 0.08 | $ (0.06) | $ (0.01) |
Transaction costs allocated to warrants | $ 364,208 | $ 364,208 | $ 364,208 |
Fair value of Founder Shares attributable to Anchor Investor | |||
Fair value of Founder Shares attributable to Anchor Investor | |||
Re-measurement of Class A Common Stock to redemption amount | (15,737,789) | (15,737,789) | (15,737,789) |
Adjustment [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of the company’s financial statement [Line Items] | |||
Transaction costs allocated to warrants | (158,805) | (158,805) | (158,805) |
Net income (Loss) | $ (158,805) | $ (158,805) | $ (158,805) |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) |
Basic and diluted net income per share, Class B common Stock (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) |
Transaction costs allocated to warrants | $ 158,805 | $ 158,805 | $ 158,805 |
Fair value of Founder Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | 4,411,237 |
Fair value of Founder Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | 4,411,238 |
Re-measurement of Class A Common Stock to redemption amount | (4,252,433) | (4,252,433) | (4,252,433) |
As Restated [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of the company’s financial statement [Line Items] | |||
Transaction costs allocated to warrants | (523,013) | (523,013) | (523,013) |
Net income (Loss) | $ 1,388,100 | $ (1,459,167) | $ (434,039) |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0.07 | $ (0.07) | $ (0.02) |
Basic and diluted net income per share, Class B common Stock (in Dollars per share) | $ 0.07 | $ (0.07) | $ (0.02) |
Transaction costs allocated to warrants | $ 523,013 | $ 523,013 | $ 523,013 |
Fair value of Founder Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | 4,411,238 |
Fair value of Founder Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | 4,411,238 |
Re-measurement of Class A Common Stock to redemption amount | $ (19,990,222) | $ (19,990,222) | $ (19,990,222) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Allocated issuance costs | $ 14,303,235 | $ 14,303,235 | $ 14,303,235 | |||
Underwriting fees | 3,450,000 | 3,450,000 | ||||
Deferred underwriting commissions | 6,037,500 | 6,037,500 | ||||
Fair value amount | 4,411,238 | 4,411,238 | 4,411,238 | |||
Other offering cost | 404,497 | 404,497 | 404,497 | |||
Issuance of Class A shares amount | 13,780,222 | 13,780,222 | ||||
Warrants amount issuance costs | 523,013 | 523,013 | ||||
Federal depository insurance coverage expense | 250,000 | $ 250,000 | ||||
Accumulated deficit | 85,100 | 85,100 | ||||
Cumulative earnings | $ 7,428 | $ 7,428 | ||||
Effective tax rate | 9.22% | 0% | (1.47%) | 0% | 0% | 0% |
Statutory tax rate percentage | 21% | 21% | 21% | 21% | 21% | 21% |
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Share subject to forfeiture (in Shares) | 13,825,000 | 13,825,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of the shares of Class A common stock reflected in the condensed balance sheets as temporary equity - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of The Shares Of Class ACommon Stock Reflected In The Condensed Balance Sheets As Temporary Equity Abstract | ||
Gross proceeds for the Initial Public Offering | $ 172,500,000 | |
Less: | ||
Proceeds allocated to the fair value of Public Warrants | (6,210,000) | |
Class A common stock issuance costs | (9,527,789) | |
Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock | (4,252,433) | |
Plus: | ||
Re-measurement of carrying value to redemption value | $ 7,428 | 19,990,222 |
Class A common stock subject to possible redemption | $ 172,507,428 | $ 172,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net loss | $ (323,233) | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 16,776,099 | |
Basic and diluted net loss per common share | $ (0.02) | |
Class B [Member] | ||
Numerator: | ||
Allocation of net loss | $ (1,893) | $ (82,793) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 3,750,000 | 4,297,047 |
Basic and diluted net loss per common share | $ 0 | $ (0.02) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Common stock, description | Each Unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8). | Each Unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 10). |
Initial Public Offering [member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units | 17,250,000 | 17,250,000 |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units | 2,250,000 | 2,250,000 |
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placement Warrants (Details) [Line Items] | ||
Sale of stock (in Shares) | 8,625,000 | |
Aggregate cost | $ 780,000 | |
Fair value per share (in Dollars per share) | $ 0.72 | |
Purchase price per share (in Dollars per share) | $ 1 | |
Additional paid-in capital | $ 1,456,000 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Sale of stock (in Shares) | 5,200,000 | 5,200,000 |
Price per share (in Dollars per share) | $ 1 | $ 1 |
Aggregate purchase price | $ 5,200,000 | $ 5,200,000 |
Aggregate cost | 780,000 | |
Share purchased | $ 780,000 | $ 780,000 |
Class A Common Stock [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 | |
Warrant exercise price per share (in Dollars per share) | 11.5 | $ 11.5 |
Anchor Investor [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 1 | $ 1 |
Purchased an aggregate of private placement warrants (in Shares) | 780,000 | 780,000 |
Share purchased | $ 4,420,000 | $ 4,400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 07, 2022 | Apr. 01, 2022 | Jan. 31, 2022 | Jan. 06, 2021 | Sep. 24, 2020 | Jan. 31, 2022 | Jan. 21, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2022 | Jan. 11, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Sponsor transferred an aggregate (in Shares) | 75,000 | |||||||||||||
Share subject to forfeiture (in Shares) | 562,500 | 562,500 | ||||||||||||
Aggregate founder shares (in Shares) | 635,625 | 635,625 | 635,625 | |||||||||||
Fair value amount | $ 4,411,238 | $ 4,411,238 | $ 4,411,238 | |||||||||||
Fair value per shares (in Dollars per share) | $ 6.94 | $ 6.94 | $ 6.94 | |||||||||||
Offering costs amount | $ 4,411,238 | $ 4,411,238 | $ 4,411,238 | |||||||||||
Transaction cost | 158,805 | 158,805 | 158,805 | |||||||||||
Warrant liabilities amount | 4,252,433 | 4,252,433 | 4,252,433 | |||||||||||
Borrowings outstanding | $ 83,905 | |||||||||||||
Working capital loan | $ 112,500 | $ 350,000 | $ 350,000 | $ 1,500,000 | 250,000 | 250,000 | $ 1,500,000 | |||||||
Warrant price (in Dollars per share) | $ 1 | |||||||||||||
Consulting services | 350,000 | 1 | $ 1 | |||||||||||
Total working capital loan | 712,500 | 712,500 | ||||||||||||
Fair value of issuance | 264,900 | 264,900 | ||||||||||||
Fair value of convertible note on issuance date | 85,100 | 179,397 | ||||||||||||
Initial fair value note | 83,396 | 184,807 | ||||||||||||
Contribution of fair value note | $ 29,104 | 65,193 | ||||||||||||
Fair value note | 526,700 | |||||||||||||
Change in fair value of convertible note | $ 1,003 | $ 6,403 | ||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Share subject to forfeiture (in Shares) | 75,000 | |||||||||||||
Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Expenses related to initial public offering | $ 300,000 | |||||||||||||
Borrowings outstanding | $ 88,905 | $ 88,905 | ||||||||||||
Class B Common Stock [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Founder share (in Shares) | 4,312,500 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Working capital loan | $ 200,000 | |||||||||||||
Working capital loan amount | $ 350,000 | $ 350,000 | $ 1,500,000 | |||||||||||
Amount held in trust account | $ 104,093,013 | |||||||||||||
Founder Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Sponsor paid | $ 25,000 | |||||||||||||
Issued and outstanding shares percentage | 20% | 20% | ||||||||||||
Sponsors [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Founder shares, description | The Sponsor and its director nominees have agreed, subject to certain 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 or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after 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. | The Sponsor and its director nominees have agreed, subject to certain 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 or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after 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. | ||||||||||||
Extension Funds [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | 2,060,070 | |||||||||||||
Amount held in trust account | $ 343,345 | |||||||||||||
Extension funds, description | In connection with the Extension, the Company drew down $343,345 in July 2022 and August 2022, for an aggregate of $686,690, under the Extension Funds note and deposited the amounts into the Trust Account. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 16, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||
Deferred fee, price per unit (in Dollars per share) | $ 0.35 | $ 0.35 | |
Deferred fee | $ 6,037,500 | $ 6,037,500 | |
Legal fees | $ 1,244,802 | $ 118,550 | |
Advisor Agreement Description | The Company agrees to pay the advisor the following (i) $6 million if the Total Capital (as hereinafter defined) involved in the Financing and Target Business Combination is less than $175.5 million (ii) $8 million if the Total Capital involved in the Financing and Target Business Combination is equal to or greater than $175.5 million but less than $225 million; or (iii) $10 million if the Total Capital involved in the Financing and Target Business Combination is equal to or greater than $225 million. | ||
Expenses | $ 50,000 | ||
Merger agreement description | Near Platform’s patented technology gathers data on more than an estimated 1.6 billion unique user IDs and 70 million points of interest in more than 44 countries to empower marketing and operational data leaders to confidently reach, understand and market to consumers and optimize their business results. | ||
Equity Financing | $ (675,000,000) | ||
Merger Agreement | 50,000,000 | ||
Purchase agreement | $ 100,000,000 | ||
Weighted average price percentage | 98% | ||
Common stock amount | $ 2,000,000 | ||
Class A Common Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Common stock, per share (in Dollars per share) | $ 10 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | |||
Preferred stock shares outstanding | |||
Shares outstanding percentage | 20% | 20% | |
Preferred Stock [Member] | |||
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||
Preferred stock shares issued | 0 | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||
Common stock shares authorized | 280,000,000 | 280,000,000 | 280,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 17,250,000 | 17,250,000 | 0 |
Common stock shares outstanding | 17,250,000 | 17,250,000 | 0 |
Class B Common Stock [Member] | |||
Stockholders’ (Deficit) Equity (Details) [Line Items] | |||
Common stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 4,312,500 | 4,312,500 | |
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryovers | $ 1,132 | $ 140,812 |
Change in the valuation allowance | $ 398 | $ 320,314 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of income tax provision consists - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Income Tax Provision Consists Abstract | ||
Current | ||
Deferred | (320,314) | (398) |
Current | ||
Deferred | ||
Change in valuation allowance | 320,314 | 398 |
Income tax provision |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of net deferred tax assets (liabilities) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Net Deferred Tax Assets Liabilities Abstract | ||
Net operating loss carryforward | $ 29,571 | $ 238 |
Startup and organizational costs | 295,262 | 160 |
Unrealized gain on marketable securities | (4,121) | |
Total deferred tax assets | 320,712 | 398 |
Valuation allowance | (320,712) | (398) |
Deferred tax assets, net of valuation allowance |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of a reconciliation of the federal income tax rate | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of AReconciliation Of The Federal Income Tax Rate Abstract | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% | ||||
Change in fair value of warrants | 84.90% | 0% | ||||
Transaction costs allocable to warrants | (27.10%) | 0% | ||||
Change in valuation allowance | (78.90%) | (21.00%) | ||||
Income tax provision | 9.22% | 0% | (1.47%) | 0% | 0% | 0% |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 8,625,000 | |
Warrant expire period | 5 years | 5 years |
Warrant redemption description | Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption 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 to the notice of redemption to the warrant holders. | Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption 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 to the notice of redemption to the warrant holders. |
Equity proceeds | 60% | 60% |
Exercise price | $ 9.2 | $ 9.2 |
Newly issued price percentage | 115% | 115% |
Redemption trigger price | $ 18 | $ 18 |
Market value, percentage | 180% | 180% |
Warrant [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 8,625,000 | |
Private Placement Warrants [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 5,200,000 | 5,200,000 |
Business Combination [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Business combination price | $ 9.2 | |
Business Combination [Member] | Class A Common Stock [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Business combination price | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Fair value of the public warrants | $ 4,830,000 | $ 4,830,000 | $ 4,800,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities held in Trust Account | $ 172,882,919 | $ 172,580,609 |
Warrant Liabilities – Public Warrants | 946,908 | 5,180,136 |
Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant Liabilities – Private Placement Warrants | $ 570,889 | $ 3,131,574 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements | 12 Months Ended | ||
Dec. 31, 2021 USD ($) $ / shares $ / item | Jan. 11, 2021 USD ($) $ / shares $ / item | Jan. 31, 2022 $ / shares $ / item | |
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||
Stock price (in Dollars per share) | $ / shares | $ 9.84 | $ 9.64 | $ 9.87 |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | 11.5 |
Volatility | 12.20% | 14.10% | |
Risk-free rate | 1.17% | 0.56% | |
Dividend yield | 0% | 0% | |
Fair value of warrants (in Dollars) | $ | $ 0.6 | $ 0.72 | |
Business Combination [Member] | |||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||
Probability of Business Combination occurring | 75% | 75% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Warrant Liabilities [Member] | ||
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items] | ||
Fair value, beginning balance | ||
Initial measurement on January 11, 2021 | 9,954,000 | |
Change in fair value | (1,992,426) | |
Transfer to Level 1 | (4,830,000) | |
Fair value, ending balance | 3,131,574 | |
Private Placement [Member] | ||
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items] | ||
Fair value, beginning balance | ||
Initial measurement on January 11, 2021 | 3,744,000 | |
Change in fair value | (612,426) | |
Transfer to Level 1 | ||
Fair value, ending balance | 3,131,574 | |
Public [Member] | ||
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items] | ||
Fair value, beginning balance | ||
Initial measurement on January 11, 2021 | 6,210,000 | |
Change in fair value | (1,380,000) | |
Transfer to Level 1 | $ (4,830,000) | (4,830,000) |
Fair value, ending balance |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 07, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Apr. 01, 2022 | Jan. 31, 2022 | Jan. 21, 2022 | Dec. 31, 2021 |
Subsequent Events (Details) [Line Items] | |||||||
Working capital loan | $ 250,000 | $ 112,500 | $ 350,000 | $ 1,500,000 | $ 1,500,000 | ||
Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Working capital loan amount | $ 350,000 | $ 1,500,000 | |||||
Working capital loan | $ 200,000 | ||||||
Trust to pay tax obligations | $ 322,309 | ||||||
Amount included iin accounts payable and accrued expenses | 20,000 | ||||||
Amount held in trust account | $ 104,093,013 | ||||||
Exercised shared (in Shares) | 6,845,606 | ||||||
Trust account to pay | $ 68,488,348 | ||||||
(in Dollars per share) | $ 10 | ||||||
Interest earned | $ 32,288 | ||||||
Public Shares outstanding (in Shares) | 10,404,394 | ||||||
Extension Funds [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Aggregate principal amount | $ 2,060,070 | ||||||
Amount held in trust account | $ 343,345 | ||||||
Extension funds, description | In connection with the Extension, the Company drew down $343,345 in July 2022 and August 2022, for an aggregate of $686,690, under the Extension Funds note and deposited the amount into the Trust Account. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of the shares of Class A common stock reflected in the condensed balance sheets as temporary equity - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of The Shares Of Class ACommon Stock Reflected In The Condensed Balance Sheets As Temporary Equity Abstract | ||
Gross proceeds for the Initial Public Offering | $ 172,500,000 | |
Less: | ||
Proceeds allocated to the initial fair value of Public Warrants | (6,210,000) | |
Class A common stock issuance costs | (9,527,789) | |
Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs | (4,252,433) | |
Plus: | ||
Re-measurement of carrying value to redemption value | $ 7,428 | 19,990,222 |
Class A common stock subject to possible redemption | $ 172,507,428 | $ 172,500,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share [Line Items] | ||||||
Allocation of net income | $ (693,266) | $ (2,277,814) | $ 3,931,205 | $ (1,155,513) | ||
Basic and diluted weighted average shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | 16,291,667 | ||
Basic and diluted net income (loss) per share of common stock | $ (0.04) | $ (0.13) | $ 0.23 | $ (0.07) | $ (0.02) | |
Class B [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share [Line Items] | ||||||
Allocation of net income | $ (173,317) | $ (569,453) | $ 982,801 | $ (303,654) | ||
Basic and diluted weighted average shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,281,250 | ||
Basic and diluted net income (loss) per share of common stock | $ (0.04) | $ (0.13) | $ 0 | $ 0.23 | $ (0.07) | $ (0.02) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share (Parentheticals) [Line Items] | ||||||
Basic and diluted weighted average shares | 17,250,000 | 17,250,000 | 17,250,000 | 16,291,667 | 16,776,099 | |
Basic and diluted net income (loss) per share | $ (0.04) | $ (0.13) | $ 0.23 | $ (0.07) | $ (0.02) | |
Class B [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share (Parentheticals) [Line Items] | ||||||
Basic and diluted weighted average shares | 4,312,500 | 4,312,500 | 4,312,500 | 4,281,250 | 4,297,047 | |
Basic and diluted net income (loss) per share | $ (0.04) | $ (0.13) | $ 0 | $ 0.23 | $ (0.07) | $ (0.02) |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | $ 172,882,919 | $ 172,580,609 |
Liabilities: | ||
Warrant Liabilities – Public Warrants | 946,908 | 5,180,136 |
Level 3 [Member] | ||
Liabilities: | ||
Warrant Liabilities – Private Placement Warrants | 570,889 | 3,131,574 |
Working Capital Loan | $ 526,700 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements | Jun. 30, 2022 $ / shares $ / item | Apr. 01, 2022 $ / shares $ / item | Jan. 31, 2022 $ / shares $ / item | Dec. 31, 2021 $ / shares $ / item | Jan. 11, 2021 $ / shares $ / item |
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||||
Stock price (in Dollars per share) | $ 9.87 | $ 9.84 | $ 9.64 | ||
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | 11.5 | ||
Volatility | 9.10% | ||||
Risk-free rate | 2.40% | ||||
Dividend yield | 0% | ||||
Fair Value, Inputs, Level 3 [Member] | private placement warrants [Member] | |||||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||||
Stock price (in Dollars per share) | $ 9.99 | $ 9.84 | |||
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | |||
Volatility | 2.70% | 12.20% | |||
Risk-free rate | 2.98% | 1.17% | |||
Dividend yield | 0% | 0% | |||
Fair value of warrants (in Dollars per share) | $ 0.11 | $ 0.6 | |||
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Note – Related Party [Member] | |||||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||||
Stock price (in Dollars per share) | $ 9.99 | $ 9.94 | |||
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | |||
Volatility | 10.10% | 3.80% | |||
Risk-free rate | 2.98% | 2.40% | |||
Dividend yield | 0% | 0% | |||
Business combination [Member] | |||||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||||
Probability of Business Combination occurring | 75% | ||||
Business combination [Member] | Fair Value, Inputs, Level 3 [Member] | private placement warrants [Member] | |||||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||||
Probability of Business Combination occurring | 75% | 75% | |||
Business combination [Member] | Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Note – Related Party [Member] | |||||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | |||||
Probability of Business Combination occurring | 75% | 75% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 01, 2022 | |
Private Placement [Member] | |||||||
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items] | |||||||
Fair value at beginning | $ 728,000 | $ 3,131,574 | $ 2,912,000 | $ 3,131,574 | |||
Change in fair value | (157,111) | (2,403,574) | |||||
Initial measurement | 3,744,000 | ||||||
Change in valuation inputs or other assumptions | 988,000 | (832,000) | |||||
Transfer to Level 1 | |||||||
Fair value at ending | 570,889 | 728,000 | 3,900,000 | 2,912,000 | 570,889 | 3,131,574 | |
Public [Member] | |||||||
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items] | |||||||
Fair value at beginning | |||||||
Initial measurement | 6,210,000 | ||||||
Change in valuation inputs or other assumptions | (1,380,000) | ||||||
Transfer to Level 1 | (4,830,000) | (4,830,000) | |||||
Fair value at ending | |||||||
Warrant Liabilities [Member] | |||||||
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items] | |||||||
Fair value at beginning | 2,912,000 | ||||||
Initial measurement | 9,954,000 | ||||||
Change in valuation inputs or other assumptions | 988,000 | (2,212,000) | |||||
Transfer to Level 1 | (4,830,000) | ||||||
Fair value at ending | $ 3,900,000 | $ 2,912,000 | |||||
Convertible Promissory Note [Member] | |||||||
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items] | |||||||
Fair value at beginning | 259,500 | ||||||
Change in fair value | (5,400) | (1,003) | |||||
Initial measurement | 184,807 | 264,900 | 184,807 | $ 83,396 | |||
Fair value at ending | $ 526,700 | $ 259,500 | $ 526,700 |