Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 12, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39836 | ||
Entity Registrant Name | Benessere Capital Acquisition Corp. | ||
Entity Tax Identification Number | 85-3223033 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001828735 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 78 SW 7th Street, Suite 500 | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33130 | ||
City Area Code | 561 | ||
Local Phone Number | 467-5200 | ||
Entity Public Float | $ 115,000,000 | ||
Entity Address, City or Town | Miami | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
ICFR Auditor Attestation Flag | false | ||
Units Each Consisting of One Class A Common Stock One Right and Three Fourth Redeemable Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, one Right and three-fourths of one Redeemable Warrant | ||
Trading Symbol | BENEU | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | BENE | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 10,723,239 | ||
Rights Exchangeable Into One Tenth Of One Share Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Rights, exchangeable into one-tenth of one share of Class A Common Stock | ||
Trading Symbol | BENER | ||
Security Exchange Name | NASDAQ | ||
Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Trading Symbol | BENEW | ||
Security Exchange Name | NASDAQ | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 117,191 | $ 4,858 |
Prepaid insurance | 43,266 | |
Total Current Assets | 160,457 | 4,858 |
Deferred offering costs | 91,550 | |
Cash and marketable securities held in Trust Account | 116,784,563 | |
Total Assets | 116,945,020 | 96,408 |
Current Liabilities | ||
Accounts payable | 878 | |
Accrued expense | 676,128 | |
Promissory note - related party | 108,200 | |
Franchise tax payable | 200,000 | |
Total Current Liabilities | 876,128 | 109,078 |
Deferred underwriting commission | 3,450,000 | |
Warrant liability | 7,026,356 | |
Total Liabilities | 11,352,484 | 109,078 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 11,500,000 shares and no shares at redemption value at December 31, 2021 and December 31, 2020 respectively | 116,725,000 | |
Stockholders' Deficit | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | |
Additional paid-in capital | 0 | 25,799 |
Accumulated deficit | (11,132,804) | (38,770) |
Total Stockholders' Deficit | (11,132,464) | (12,670) |
Total Liabilities and Stockholders' Deficit | 116,945,020 | 96,408 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common stock | 39 | |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 301 | $ 301 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 393,750 | 393,750 |
Common shares, shares outstanding | 393,750 | 393,750 |
Class A Common Stock Subject to Redemption | ||
Temporary Equity, Shares Outstanding | 11,500,000 | 0 |
Common Class B [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 3,000,000 | 3,000,000 |
Common shares, shares outstanding | 3,000,000 | 3,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | Sep. 30, 2020 | Dec. 31, 2021 |
Formation and operating costs | $ 38,770 | $ 1,471,340 |
Franchise tax expense | 200,000 | |
Loss from operation costs | (38,770) | (1,671,340) |
Nonoperating Income (Expense) [Abstract] | ||
Change in fair value of warrant liability | 3,835,624 | |
Transaction costs incurred in connection with warrants | (165,900) | |
Interest earned on cash and marketable securities held in Trust Account | 59,563 | |
Net income (loss) | $ (38,770) | $ 2,057,947 |
Common Class A [Member] | ||
Nonoperating Income (Expense) [Abstract] | ||
Weighted average shares outstanding | 11,638,709 | |
Earnings Per Share, Basic and Diluted | $ 0.14 | |
Common Class B [Member] | ||
Nonoperating Income (Expense) [Abstract] | ||
Weighted average shares outstanding | 2,625,000 | 3,000,000 |
Earnings Per Share, Basic and Diluted | $ (0.01) | $ 0.14 |
Consolidated Statements of Cha
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | |
Balance at the beginning at Sep. 24, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Balance at the beginning (in shares) at Sep. 24, 2020 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Class B common stock to Sponsors | [1] | 25,000 | $ 288 | 24,712 | |||
Issuance of Class B common stock to Sponsors (in shares) | [1] | 2,875,000 | |||||
Issuance of Representative shares | 1,100 | $ 13 | 1,087 | ||||
Issuance of Representative shares (in shares) | 125,000 | ||||||
Net income (loss) | (38,770) | (38,770) | |||||
Balance at the end at Dec. 31, 2020 | (12,670) | $ 301 | 25,799 | (38,770) | $ 0 | $ 301 | |
Balance at the end (in shares) at Dec. 31, 2020 | 3,000,000 | 0 | 3,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Sale of units in Initial Public Offering, net | 3,937,500 | 3,937,461 | $ 39 | ||||
Sale of units in Initial Public Offering, net (in Shares) | 393,750 | ||||||
Remeasurement of redeemable common stock | (17,115,241) | $ (3,963,260) | (13,151,981) | ||||
Net income (loss) | 2,057,947 | 2,057,947 | |||||
Balance at the end at Dec. 31, 2021 | $ (11,132,464) | $ (11,132,804) | $ 39 | $ 301 | |||
Balance at the end (in shares) at Dec. 31, 2021 | 393,750 | 3,000,000 | |||||
[1] | Includes an aggregate of 375,000 shares of Class B common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. |
Consolidated Statements of C_2
Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) | Dec. 31, 2021shares |
Common Class B [Member] | Over-Allotment Option [Member] | |
Number Of Shares Subject To Forfeiture | 375,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net income (loss) | $ (38,770) | $ 2,057,947 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Interest earned on cash and marketable securities held in Trust Account | (59,563) | |
Change in fair value of warrant liability | (3,835,624) | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Prepaid insurance | (43,266) | |
Accrued expenses | 18,628 | 682,821 |
Franchise tax payable | 200,000 | |
Net cash used in operating activities | (20,142) | (997,685) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Investment of cash in Trust Account | (116,725,000) | |
Net cash used in investing activities | (116,725,000) | |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Proceeds from sale of Units, net of underwriting discount paid | 118,937,500 | |
Repayment of promissory note | (108,200) | |
Payment of offering costs | (994,282) | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Net cash provided by financing activities | 25,000 | 117,835,018 |
Net change in cash | 4,858 | 112,333 |
Cash at beginning of period | 4,858 | |
Cash at end of period | 4,858 | 117,191 |
Non-cash investing and financing activities: | ||
Remeasurement adjustment on redeemable common stock | $ 17,115,241 | |
Issuance of representative shares | 1,100 | |
Deferred offering costs included in promissory note – related party | $ 108,200 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Benessere Capital Acquisition Corp. (“Bene” or the “Company”) is a blank check company incorporated in the State of Delaware on September 25, 2020. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the healthcare industry in the United States. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. These consolidated financial statements include Bene, BCAC Holdings Inc, BCAC Purchaser Merger Sub Inc. and BCAC Company Merger Sub LLC. (collectively, the “Company”). All intercompany balances and transactions have been eliminated. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 25, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and, subsequent to the IPO, 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 will generate non-operating On November 23, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among (i) the Company, (ii) BCAC Holdings Inc., a Delaware corporation (“Pubco”), (iii) BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) BCAC Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), (v) BCAC Purchaser Rep LLC, a Delaware limited liability company (the “Purchaser Representative”), in the capacity as the representative for the equity holders of Pubco (other than certain holders of eCombustible securities), (vi) Jorge Arevalo in the capacity as the representative for certain security holders of eCombustible (the “Seller Representative”) and (vii) eCombustible Energy LLC, a Delaware limited liability company (“eCombustible”). The registration statement for the Company’s IPO was declared effective on January 7, 2021. On January 7, 2021, the Company consummated its IPO of 10,000,000 Units, at a price of $10.00 per unit, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, pursuant to the Unit Subscription Agreement, the Company completed the private sale of 360,000 units (the “Private Placement Units”) to ARC Global Investments LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,600,000. In connection with the closing of the purchase of the Over-Allotment Units(as defined in Note 6), the Company sold an additional 33,750 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $337,500 of gross proceeds, which is described in Note 6. Following the closing of the IPO on January 7, 2021 and the exercise of the over-allotment in full by the underwriter on January 21, 2021, an amount of $116,725,000 ($10.15 per unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), were 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 investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 Transaction costs amounted to $4,701,732, consisting of $862,500 of underwriting fees, $3,450,000 deferred underwriting fee and $389,232 of other offering costs. In addition, $468,587 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds were placed in the Trust Account and 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 (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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 Stockholders with the opportunity to redeem all or a portion of their Public Shares (as defined below) 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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, 470-20. 480-10-S99. paid-in If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B Common Stock, the Common Stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business pre-Business The Company will have until July 7, 2022 to consummate 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 no more than five per-share The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor 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 amounts in the Trust Account to below $10.15 per share, except as 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered 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. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) COVID-19 Going Concern and Management’s Plans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. On November 11, 2021, the Sponsor provided a commitment to provide a $1,000,000 non-interest bearing loan for working capital purposes. There were no amounts outstanding at December 31, 2021. The company has incurred and expects to incur significant costs in pursuit of its acquisition plans. We may need to raise additional funds in order to meet the expenditures required for operating our business. Further, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the placement units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. While the Company intends to complete the proposed Merger Agreement before July 7, 2022 there are no assurances that this will happen. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815-15. re-assessed 825-10 The 8,625,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 295,312 Placement Warrants (as defined below) are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as transactions costs incurred in connection with warrants in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of IPO. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, 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 balance sheet. 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 IPO, the Company recognized the remeasurement from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2021, the shares of redeemable class A common stock reflected in the Balance Sheet were reconciled in the following table: Gross Proceeds $ 115,000,000 Less : Proceeds allocated to public warrants (10,861,980 ) Class A common stock issuance costs (4,535,832 ) Plus : Remeasurement adjustment on redeemable common stock 17,122,812 Total Class A common stock subject to possible redemption $ 116,725,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020 . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or Net Income (Loss) per Common Share Net income (Loss) per share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the IPO and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating net income (loss) per common share. The remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,636,199 $ 421,748 Denominator: Basic and diluted weighted average shares outstanding 11,638,709 3,000,000 Basic and diluted net income (loss) per common share $ 0.14 $ 0.14 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 Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) Topic 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO on January 7, 2021, the Company sold 11,500,000 Units, which includes the full exercise by the underwriter of its over-allotment option on January 21, 2021, in the amount of 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock, three-fourths one-tenth |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO on January 7, 2021, and the full exercise by the underwriter of its over-allotment option on January 21, 2021, the initial stockholders purchased an aggregate of 393,750 Placement Units at a price of $10.00 per Placement Unit, ($3,937,500 in the aggregate), from the Company in a private placement that occurred simultaneously with the closing of the IPO and the full exercise by the underwriter of its over-allotment option. The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Placement Units are identical to the Units sold in the IPO, except for the Placement Warrants, as described in Note 6. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Class B Common Stock On October 13, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash (the “Founder Shares”). In October 2020, our Sponsor transferred 10,000 founder shares to our Chief Financial Officer and 5,000 to each of our four independent director nominees. The fair value of the transferred shares was immaterial. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Promissory Note – Related Party On October 13, 2020, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The note was non-interest Administrative Services Arrangement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $10,000 per month for these services. As of December 31, 2021, $120,000 of administrative service fees has been incurred and is unpaid. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or 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. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. 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 November 12, 2021, the Sponsor provided a commitment to provide a $1,000,000 non-interest As of December 31, 2021 there were no loans outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 4, 2021, the holders of the Founder Shares, Placement units, and Representative Shares are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise its demand and “piggyback” registration rights after five Underwriters Agreement The Company granted the underwriter a 45-day the Right of First Refusal For a period beginning on January 7, 2021 and ending 12 months from the closing of a business combination, the Company has granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Company’s registration statement in connection with its IPO. Merger Agreement – Ancillary Agreements Capitalized terms used in this section but not otherwise defined have the meanings given to them in the Merger Agreement. Simultaneously with the execution of the Merger Agreement, certain members of eCombustible entered into voting agreements with Benessere and eCombustible (the “Voting Agreement”). Under the Voting Agreement, such Company Unitholders of eCombustible agreed to vote all of their eCombustible Units in favor of the Merger Agreement and related transactions. These eCombustible members also agreed to take certain other actions in support of the Merger Agreement and related transactions, including cooperation with respect to the eCombustible Registration Statement, and to refrain from taking such actions that would adversely impede the ability of the parties to perform the Merger Agreement. The Voting Agreement also prevents transfers, except for certain permitted transfers, of the eCombustible Units held by the eCombustible member party thereto between the date of the Voting Agreement and the date of the Closing or earlier termination of the Mergers. Simultaneously with the execution of the Merger Agreement, Benessere, Pubco, eCombustible and the sponsor, entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the sponsor agreed to support the Mergers and to vote all of its shares of Class A common stock (and all other Benessere securities owned by the Sponsor, including founder shares consisting of Class B common stock, private rights and private warrants) in favor of the Merger Agreement and related transactions. The sponsor also agreed to take certain other actions in support of the Merger Agreement and related transactions and to refrain from taking such actions that would adversely impede the ability of the parties to perform the Merger Agreement. The Sponsor Support Agreement also prevents transfers, except for certain permitted transfers, between the date of the Sponsor Support Agreement and the date of the Closing or earlier termination of the Mergers. The sponsor also agreed to a lock-up provision whereby, subject to limited specified exceptions, the sponsor will not for six months from the Closing (or, if earlier, (i) the date on which the closing sale price of a share of Pubco common stock equals or exceeds Prior to the Closing, certain persons and entities who will be affiliates of Pubco upon the Closing and certain other stockholders of Pubco are expected to enter into a Registration Rights Agreement and a Lock-Up Agreement. Pursuant to the terms of such agreements, Pubco will be obligated to file a registration statement to register the resale of certain securities held by such holders, subject to certain requirements and customary conditions. In addition, Significant Company Holders will be required to enter into a Lock-Up Agreement as a condition to the Closing, providing that the securities of Pubco held by such holders will be locked-up for a period of time following the Closing. |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANT LIABILITY | NOTE 7. WARRANT LIABILITY After taking into account the company’s prior restatement of its audited balance sheet as of January 7, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K 815-40. 8-K Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering 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 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days ’ 30-day • if, and only if, the closing price of the Company’s 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 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants are not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable The Company accounted for the 8,920,313 warrants issued in connection with the IPO (comprised of 8,625,000 Public Warrants and 295,312 Private Placement Warrants) in accordance with the guidance contained in ASC Topic 815-40. of ‘‘fixed-for-fixed’’ The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, of |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT 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, or earlier at the option of the holder, on a one -for-one to as-converted Preferred Shares Rights Each holder of a right will receive one as-converted Representative Shares On October 10, 2020, we issued the 125,000 shares of Class B common stock to the representative for nominal consideration (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,100 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-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 our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 116,784,563 $ — $ — Warrant Liabilities: Public Warrants $ 6,727,500 $ — $ — Private Placement Warrants $ — $ — $ 298,856 At December 31, 2021, assets held in the Trust Account were comprised of $202 in cash and $116,784,361 in U.S. Treasury Securities. The Company utilizes a modified Monte Carlo simulation to estimate the fair value of the private warrants and quoted prices in active markets for the public warrants at each reporting period. The estimated fair value of the private placement warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: January 7, 2021 December 31, 2021 (Public Warrants) (Private Warrants) (Private Warrants) Exercise price $ 11.50 $ 11.50 $ 11.50 Share price $ 10.00 $ 10.00 $ 10.00 Expected term (years) 6.00 6.00 5.52 Probability of Acquisition 80.0 % 80.0 % 80.0 % Volatility 5.0 % 5.0 % 5.0 % Risk-free rate 0.11 % 0.11 % 0.06 % Dividend yield (per share) 0.00 % 0.00 % 0.00 % The Public Warrants were initially valued using Level 3 fair value measurements as noted above until March 24, 2021 when they separated from the units and began trading on NASDAQ. At March 24, 2021 and through December 31, 2021 they were The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period from January 7, 2021 through December 31, 2021: Fair Value Balance, January $ — Derivative liabilities recorded on issuance of derivative warrants 10,861,980 Transfer of public warrants from Level 3 to Level 1 (6,727,500 ) Change in fair value of derivative liabilities (3,835,624 ) Balance, December 31, 2021 $ 298,856 |
TAXES
TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAXES | NOTE 10—TAXES The Company’s net deferred tax assets is as follows: For the Year Deferred tax assets: Net operating losses $ 33,414 Start up costs 350,071 Total deferred tax assets 383,484 Valuation Allowance (383,484 ) Deferred tax asset, net of allowance $ — Below is breakdown of the income tax provision. For the Year Federal Current $ — Deferred (338,473 ) State and local Current — Deferred (45,011 ) Change in valuation allowance 383,484 Income tax provision $ — As of December 31, 2021, the Company had $140,437 of U.S. federal and state operating loss carryovers that do not expire and are available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was 383,484. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the 2021 U.S. federal statutory rate 21.0 % State tax, net of Federal benefit 2.8 % Change in fair value of warrant liability -44.4 % Offering Costs attributable to warrants 1.9 % Valuation allowance 18.6 % Income tax provision — The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2021, due to state taxes, the change in the fair value of the fair value of the warrant liability and the valuation allowance recorded on the Company’s net operating losses. 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 Florida to be a significant state tax jurisdiction. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to April 12, 2022 the date the financial statements were available to issue. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On January 12, 2022, the Company issued promissory notes (the “Notes”) in the aggregate principal amount of $2,065,898 to each of the Sponsor and eCombustible Energy LLC (“eCombustible”), pursuant to which each of the Sponsor and eCombustible loaned to the Company $1,032,949 to deposit into the Company’s trust account for each share of the Company’s Class A common stock that was not redeemed in connection with the extension of the Company’s termination date from January 7, 2022 to July 7, 2022. The Company deposited the funds into the Company’s trust account and such amount will be distributed either to: (i) all of the holders of 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 Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the liquidation of the Company. The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On January 7, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from January 7, 2022 to July 7, 2022. On or about January 12, 2022, Stockholders holding 1,170,511 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $11,886,421.46 (approximately $10.15 per share) will be removed from the Trust Account to pay such holders. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Warrant Liability | Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815-15. re-assessed 825-10 The 8,625,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 295,312 Placement Warrants (as defined below) are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as transactions costs incurred in connection with warrants in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of IPO. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, 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 balance sheet. 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 IPO, the Company recognized the remeasurement from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2021, the shares of redeemable class A common stock reflected in the Balance Sheet were reconciled in the following table: Gross Proceeds $ 115,000,000 Less : Proceeds allocated to public warrants (10,861,980 ) Class A common stock issuance costs (4,535,832 ) Plus : Remeasurement adjustment on redeemable common stock 17,122,812 Total Class A common stock subject to possible redemption $ 116,725,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020 . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (Loss) per share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the IPO and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating net income (loss) per common share. The remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,636,199 $ 421,748 Denominator: Basic and diluted weighted average shares outstanding 11,638,709 3,000,000 Basic and diluted net income (loss) per common share $ 0.14 $ 0.14 |
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 Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) Topic 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of redeemable class A common stock reflected in the Balance Sheet | At December 31, 2021, the shares of redeemable class A common stock reflected in the Balance Sheet were reconciled in the following table: Gross Proceeds $ 115,000,000 Less : Proceeds allocated to public warrants (10,861,980 ) Class A common stock issuance costs (4,535,832 ) Plus : Remeasurement adjustment on redeemable common stock 17,122,812 Total Class A common stock subject to possible redemption $ 116,725,000 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,636,199 $ 421,748 Denominator: Basic and diluted weighted average shares outstanding 11,638,709 3,000,000 Basic and diluted net income (loss) per common share $ 0.14 $ 0.14 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 116,784,563 $ — $ — Warrant Liabilities: Public Warrants $ 6,727,500 $ — $ — Private Placement Warrants $ — $ — $ 298,856 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: January 7, 2021 December 31, 2021 (Public Warrants) (Private Warrants) (Private Warrants) Exercise price $ 11.50 $ 11.50 $ 11.50 Share price $ 10.00 $ 10.00 $ 10.00 Expected term (years) 6.00 6.00 5.52 Probability of Acquisition 80.0 % 80.0 % 80.0 % Volatility 5.0 % 5.0 % 5.0 % Risk-free rate 0.11 % 0.11 % 0.06 % Dividend yield (per share) 0.00 % 0.00 % 0.00 % |
Schedule of change in the fair value of the warrant liabilities | The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period from January 7, 2021 through December 31, 2021: Fair Value Balance, January $ — Derivative liabilities recorded on issuance of derivative warrants 10,861,980 Transfer of public warrants from Level 3 to Level 1 (6,727,500 ) Change in fair value of derivative liabilities (3,835,624 ) Balance, December 31, 2021 $ 298,856 |
TAXES (Tables)
TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Net Deferred Tax Assets | The Company’s net deferred tax assets is as follows: For the Year Deferred tax assets: Net operating losses $ 33,414 Start up costs 350,071 Total deferred tax assets 383,484 Valuation Allowance (383,484 ) Deferred tax asset, net of allowance $ — |
Sumamry of Income Tax Provision | Below is breakdown of the income tax provision. For the Year Federal Current $ — Deferred (338,473 ) State and local Current — Deferred (45,011 ) Change in valuation allowance 383,484 Income tax provision $ — |
Summary of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the 2021 U.S. federal statutory rate 21.0 % State tax, net of Federal benefit 2.8 % Change in fair value of warrant liability -44.4 % Offering Costs attributable to warrants 1.9 % Valuation allowance 18.6 % Income tax provision — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Jan. 21, 2021 | Jan. 07, 2021 | Dec. 31, 2021 | Nov. 12, 2021 | Nov. 11, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in Initial Public Offering, net offering costs and deferred underwriting commission (in shares) | 11,500,000 | ||||
Shares Issued, Price Per Share | $ 10.15 | ||||
Payments for investment of cash in Trust Account | $ 116,725,000 | $ 116,725,000 | |||
Transaction Costs | 4,701,732 | ||||
Underwriting fees | 862,500 | ||||
Deferred Underwriting commission | 3,450,000 | ||||
Other offering costs | 389,232 | ||||
Cash held outside the trust account | $ 468,587 | ||||
Number of days to redeem shares if business combination is not completed by specified date | 5 days | ||||
Percentage of redemption required if business combination is not completed by specified date | 100 | ||||
Minimum net tangible assets | $ 5,000,001 | ||||
Non interest bearing loan for working capital | 0 | $ 1,000,000 | |||
Debt Instrument, Convertible amount | $ 1,500,000 | ||||
Debt Instrument, Convertible amount | $ 10 | ||||
Non-interest bearing loan for working capital purposes | $ 1,000,000 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in Initial Public Offering, net offering costs and deferred underwriting commission (in shares) | 10,000,000 | ||||
Shares Issued, Price Per Share | $ 10.15 | $ 10 | $ 10.15 | ||
Proceeds from Issuance Initial Public Offering | $ 100,000,000 | ||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||||
Threshold percentage of outstanding voting shares of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||||
Threshold percentage of public securities subject to redemption without company's prior written consent | 15.00% | ||||
Maximum net interest to pay dissolution expense | $ 50,000 | ||||
Minimum net tangible assets | $ 5,000,001 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in Initial Public Offering, net offering costs and deferred underwriting commission (in shares) | 360,000 | ||||
Shares Issued, Price Per Share | $ 10 | ||||
Proceeds from Issuance Initial Public Offering | $ 3,600,000 | ||||
Over-allotment Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in Initial Public Offering, net offering costs and deferred underwriting commission (in shares) | 33,750 | ||||
Proceeds from Issuance Initial Public Offering | $ 337,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2021 | Jan. 21, 2021 | Jan. 07, 2021 |
Cash equivalents | $ 0 | ||
Sale of Private Placement Warrants (in shares) | 8,920,313 | 8,920,313 | |
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Public Warrants | |||
Sale of Private Placement Warrants (in shares) | 8,625,000 | 8,625,000 | 8,625,000 |
Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 295,312 | 295,312 | 295,312 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Redeemable class A common stock reflected in the Balance Sheet (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Gross Proceeds | $ 115,000,000 |
Proceeds allocated to public warrants | (10,861,980) |
Class A common stock issuance costs | (4,535,832) |
Remeasurement adjustment on redeemable common stock | 17,122,812 |
Total Class A common stock subject to possible redemption | $ 116,725,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per common share (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2021 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,636,199 | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 11,638,709 | |
Basic and diluted net income (loss) per common share | $ 0.14 | |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 421,748 | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 3,000,000 | |
Basic and diluted net income (loss) per common share | $ (0.01) | $ 0.14 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 21, 2021 | Jan. 07, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 11,500,000 | ||
Shares Issued, Price Per Share | $ 10.15 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.75 | ||
Number of shares issuable per warrant | 0.10 | 0.10 | |
Exercise price of warrants | $ 11.50 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 1,500,000 | ||
Shares Issued, Price Per Share | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 21, 2021 | Dec. 31, 2021 | Jan. 07, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 8,920,313 | 8,920,313 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 295,312 | 295,312 | 295,312 |
Over-Allotment Option [Member] | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrants | $ 10 | ||
Private Placement [Member] | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 393,750 | ||
Aggregate purchase price | $ 3,937,500 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Oct. 13, 2020USD ($)Day$ / sharesshares | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | [1] | $ 25,000 | |
Common Class B [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Sponsor | Common Class B [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 2,875,000 | ||
Aggregate purchase price | $ | $ 25,000 | ||
Shares subject to forfeiture | 0 | ||
Sponsor | Common Class B [Member] | First Fifty Percentage Of Common Stock Transfer [Member] | |||
Related Party Transaction [Line Items] | |||
Restrictions on transfer period of time after business combination completion | 6 months | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | ||
Sponsor | Common Class B [Member] | Remaining Fifty Percentage Of Common Stock Transfer [Member] | |||
Related Party Transaction [Line Items] | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 6 months | ||
Sponsor | Common Class B [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares subject to forfeiture | 375,000 | ||
[1] | Includes an aggregate of 375,000 shares of Class B common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jan. 11, 2021 | Oct. 13, 2020 | Dec. 31, 2021 | Nov. 12, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 108,200 | ||||
Expenses incurred and paid | 120,000 | ||||
Non interest bearing loan for working capital | $ 0 | $ 1,000,000 | |||
Debt instrument conversion price per share | $ 10 | ||||
Chief Financial Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 10,000 | ||||
Four Independent Director Nominees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 5,000 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Repayment of promissory note - related party | $ 108,200 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Working Capital Loans Outstanding | 0 | ||||
Related Party Loans | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Debt instrument conversion price per share | $ 10 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jan. 21, 2021USD ($)shares | Dec. 31, 2021USD ($)Item$ / sharesshares |
Loss Contingencies [Line Items] | ||
Maximum number of demands for registration of securities | Item | 3 | |
Period to exercise demand registration | 5 years | |
Period to exercise piggy back registration | 7 years | |
Period of right of first refusal | 3 years | |
Cash underwriting discount | $ 862,500 | |
Payable to underwriter for deferred underwriting commissions | $ 3,450,000 | |
Sponsor | ||
Loss Contingencies [Line Items] | ||
Number Of Trading Days For Determining The Share Price | 20 days | |
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |
Waiting Period After Which The Share Trading Days Are Considered | 150 days | |
Sponsor | Pubco Common Stock [Member] | ||
Loss Contingencies [Line Items] | ||
Share Price | $ / shares | $ 12 | |
Underwriting Agreement with Kingswood | Over-Allotment Option [Member] | ||
Loss Contingencies [Line Items] | ||
Number of days underwriter option to purchase additional units | 45 days | |
Gross proceeds on underwriting | $ 15,000,000 | |
Cash underwriting discount | $ 862,500 | |
Payable to underwriter for deferred underwriting commissions | $ 3,450,000 | |
Additional units sold of shares | shares | 1,500,000 | 1,500,000 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 12 Months Ended | ||
Dec. 31, 2021Day$ / sharesshares | Jan. 21, 2021shares | Jan. 07, 2021shares | |
Class of Warrant or Right [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 8,920,313 | 8,920,313 | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 8,625,000 | 8,625,000 | 8,625,000 |
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Public Warrants expiration term | 5 years | ||
Threshold period for filing registration statement after business combination | 20 days | ||
Period of time after which warrant holder may do cashless exercise | 60 days | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 295,312 | 295,312 | 295,312 |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | ||
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights | $ / shares | $ 0.01 | ||
Redemption period | 30 days | ||
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Trading Days | Day | 20 | ||
Threshold number of business days before sending notice of redemption to warrant holders | Day | 30 |
STOCKHOLDERS DEFICIT - Common S
STOCKHOLDERS DEFICIT - Common Stock Shares (Details) | Oct. 10, 2020USD ($)shares | Dec. 31, 2021Vote$ / sharesshares | Jan. 07, 2021shares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||
Number of shares issuable per warrant | 0.10 | 0.10 | ||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 11,500,000 | 0 | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Common shares, shares issued (in shares) | 393,750 | 393,750 | ||
Common shares, shares outstanding (in shares) | 393,750 | 393,750 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Common shares, shares issued (in shares) | 3,000,000 | 3,000,000 | ||
Common shares, shares outstanding (in shares) | 3,000,000 | 3,000,000 | ||
Number of shares issued to representatives | 125,000 | 125,000 | ||
Value of shares issued to representatives | $ | $ 1,100 | |||
Ratio to be applied to the stock in the conversion | 1 | |||
Aggregated shares issued upon converted basis (in percent) | 20.00% |
STOCKHOLDERS DEFICIT - Preferre
STOCKHOLDERS DEFICIT - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Assets Held-in-trust, Noncurrent | $ 116,784,563 |
Warrant Liabilities: | |
Warrant liability | 7,026,356 |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Assets Held-in-trust, Noncurrent | 116,784,563 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants | |
Warrant Liabilities: | |
Warrant liability | 6,727,500 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |
Warrant Liabilities: | |
Warrant liability | $ 298,856 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash | $ 202 |
Cash held in Trust Account | 116,784,563 |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash held in Trust Account | $ 116,784,361 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2021USD ($)dyr | Jan. 07, 2021yrUSD ($) |
Measurement Input, Exercise Price [Member] | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Measurement Input, Exercise Price [Member] | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Measurement Input, Share Price [Member] | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | 10 |
Measurement Input, Share Price [Member] | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | |
Measurement Input, Expected Term [Member] | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | yr | 5.52 | 6 |
Measurement Input, Expected Term [Member] | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | yr | 6 | |
Probability of Acquisition | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 80 | 80 |
Probability of Acquisition | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 80 | |
Measurement Input, Price Volatility [Member] | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5 |
Measurement Input, Price Volatility [Member] | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | |
Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.06 | 0.11 |
Measurement Input, Risk Free Interest Rate [Member] | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.11 | |
Measurement Input, Expected Dividend Rate [Member] | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, Beginning | $ 0 |
Derivative liabilities recorded on issuance of derivative warrants | 10,861,980 |
Transfer of public warrants from Level 3 to Level 1 | (6,727,500) |
Liabilities, Fair Value Adjustment | (3,835,624) |
Fair value Ending | $ 298,856 |
TAXES (Details)
TAXES (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Line Items] | |
Change in the valuation allowance | $ 383,484 |
Statutory tax rate | 21.00% |
Domestic Tax Authority [Member] | |
Income Tax Disclosure [Line Items] | |
Operating loss carryforwards | $ 140,437 |
State and Local Jurisdiction [Member] | |
Income Tax Disclosure [Line Items] | |
Operating loss carryforwards | $ 140,437 |
TAXES - Summary of Net Deferred
TAXES - Summary of Net Deferred Tax Assets (Details) | Dec. 31, 2021USD ($) |
Deferred tax assets: | |
Net operating losses | $ 33,414 |
Start up costs | 350,071 |
Total deferred tax assets | 383,484 |
Valuation Allowance | (383,484) |
Deferred tax asset, net of allowance | $ 0 |
TAXES - Summary of Income Tax P
TAXES - Summary of Income Tax Provision (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Current | $ 0 |
Deferred | (338,473) |
State and local | |
Current | 0 |
Deferred | (45,011) |
Change in valuation allowance | 383,484 |
Income tax provision | $ 0 |
TAXES - Summary of Effective In
TAXES - Summary of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
U.S. federal statutory rate | 21.00% |
State tax, net of Federal benefit | 2.80% |
Change in fair value of warrant liability | (44.40%) |
Offering Costs attributable to warrants | 1.90% |
Valuation allowance | 18.60% |
Income tax provision | 0.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Jan. 12, 2022USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Revised threshold date for the consummation of business combination | Jul. 7, 2022 |
Payment made to acquire restricted investments | $ 2,065,898 |
Common Class A [Member] | Election By The Holders Of Contingently Redeemable Common Stock To Get Their Shares Redeemed [Member] | |
Subsequent Event [Line Items] | |
Temporary equity shares outstanding | shares | 1,170,511 |
Amount to be set aside from the trust account to pay off the holders of temporary equity | $ 11,886,421.46 |
Temporary equity redemption price per share | $ / shares | $ 10.15 |
Non Interest Bearing Loan For Working Capital Purpose [Member] | |
Subsequent Event [Line Items] | |
Proceeds from Related Party Debt | $ 2,065,898 |
Sponsor | Related Party Loans | Non Interest Bearing Loan For Working Capital Purpose [Member] | |
Subsequent Event [Line Items] | |
Proceeds from Related Party Debt | 1,032,949 |
E Combustible Energy LLC [Member] | Related Party Loans | Non Interest Bearing Loan For Working Capital Purpose [Member] | |
Subsequent Event [Line Items] | |
Proceeds from Related Party Debt | $ 1,032,949 |