Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly 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 | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001828735 | |
Current Fiscal Year End Date | --12-31 | |
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 Address, City or Town | Miami | |
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 $11.50 | |
Trading Symbol | BENEW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 8,679 | $ 117,191 |
Prepaid insurance | 22,718 | 43,266 |
Total Current Assets | 31,397 | 160,457 |
Cash and marketable securities held in Trust Account | 107,013,092 | 116,784,563 |
Total Assets | 107,044,489 | 116,945,020 |
Current Liabilities | ||
Accrued expense | 1,300,797 | 676,128 |
Advances from related party | 215,000 | |
Promissory Notes — related parties | 2,065,898 | 0 |
Franchise tax payable | 250,000 | 200,000 |
Total Current Liabilities | 3,831,695 | 876,128 |
Deferred underwriting commission | 3,450,000 | 3,450,000 |
Warrant liability | 4,461,633 | 7,026,356 |
Total Liabilities | 11,743,328 | 11,352,454 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 10,329,489 shares and 11,500,000 shares at redemption value at March 31, 2022 and December 31, 2021, respectively | 104,844,313 | 116,725,000 |
Stockholders' Deficit | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,543,492) | (11,132,804) |
Total Stockholders' Deficit | (9,543,152) | (11,132,464) |
Total Liabilities and Stockholders' Deficit | 107,044,489 | 116,945,020 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common stock | 39 | 39 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 301 | $ 301 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 10,329,489 | 11,500,000 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Formation and operating costs | $ 968,729 | $ 313,927 |
Franchise tax expense | 50,000 | |
Loss from operations | (1,018,729) | (313,927) |
Other income and expenses: | ||
Change in fair value of warrant liability | 2,564,723 | 6,619,230 |
Transaction costs incurred in connection with warrants | (165,900) | |
Interest earned on cash and marketable securities held in Trust Account | 43,318 | 17,709 |
Other Income | 2,608,041 | 6,471,039 |
Net income | $ 1,589,312 | $ 6,157,112 |
Common Class A [Member] | ||
Other income and expenses: | ||
Weighted average shares outstanding | 11,893,750 | 10,850,660 |
Basic and diluted net income | $ 0.11 | $ 0.45 |
Common Class B [Member] | ||
Other income and expenses: | ||
Weighted average shares outstanding | 3,000,000 | 2,875,000 |
Basic and diluted net income | $ 0.11 | $ 0.45 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Total | 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 Dec. 31, 2020 | $ (12,670) | $ 25,799 | $ (38,770) | $ 0 | $ 301 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 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 Class A common stock | (17,115,241) | (3,963,260) | (13,151,981) | ||
Net income | 6,157,112 | 6,157,112 | |||
Balance at the end at Mar. 31, 2021 | (7,033,299) | 0 | (7,033,639) | $ 39 | $ 301 |
Balance at the end (in shares) at Mar. 31, 2021 | 393,750 | 3,000,000 | |||
Balance at the beginning at Dec. 31, 2021 | (11,132,464) | 0 | (11,132,804) | $ 39 | $ 301 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 393,750 | 3,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,589,312 | 1,589,312 | |||
Balance at the end at Mar. 31, 2022 | $ (9,543,152) | $ 0 | $ (9,543,492) | $ 39 | $ 301 |
Balance at the end (in shares) at Mar. 31, 2022 | 393,750 | 3,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 1,589,312 | $ 6,157,112 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on cash and marketable securities held in Trust Account | (43,318) | (17,709) |
Change in fair value of warrant liability | (2,564,723) | (6,619,230) |
Changes in operating assets and liabilities: | ||
Prepaid insurance | 20,548 | (125,866) |
Accrued expenses | 624,669 | 57,928 |
Franchise tax payable | 50,000 | |
Net cash used in operating activities | (323,512) | (546,765) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | 0 | (116,725,000) |
Withdraw of cash from Trust Account | 9,814,789 | |
Net cash provided by (used in) investing activities | 9,814,789 | (116,725,000) |
Cash flows from financing activities: | ||
Payment of offering costs | 0 | (994,282) |
Repayment of promissory note | 0 | (108,200) |
Redemption of redeemable shares | (11,880,687) | |
Proceeds from issuance of debt — related parties | 2,065,898 | |
Proceeds from advances from related party | 215,000 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Net cash (used in) provided by financing activities | (9,599,789) | 117,835,018 |
Net change in cash | (108,512) | 562,253 |
Cash at beginning of period | 117,191 | 4,858 |
Cash at end of period | 8,679 | 567,111 |
Non-cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 83,532,350 | |
Deferred underwriting fee payable | $ 3,450,000 | 3,450,000 |
Offering costs charged to additional paid-in capital | 91,550 | |
IPO [Member] | ||
Cash flows from financing activities: | ||
Proceeds from Issuance Initial Public Offering | 115,000,000 | |
Private Placement [Member] | ||
Cash flows from financing activities: | ||
Proceeds from Issuance Initial Public Offering | 3,600,000 | |
Over-allotment Private Placement | ||
Cash flows from financing activities: | ||
Proceeds from Issuance Initial Public Offering | $ 337,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
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 effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“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 technology-focused middle market and emerging growth companies in North, Central and South America. 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. 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. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from September 25, 2020 (inception) through March 31, 2022 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 10.00 100,000,000 Simultaneously with the closing of the IPO, pursuant to a Unit Subscription Agreement, the Company completed the private sale of 360,000 10.00 3,600,000 33,750 10.00 337,500 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 2a-7 Transaction costs amounted to $ 4,701,732 862,500 3,450,000 389,232 468,587 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 50 5,000,001 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 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 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 5,000,001 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 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. On January 7, 2022, the Company held a stockholder meeting to extend the date by which the Company has to consummate a business combination from January 7, 2022 to July 7, 2022. As part of the meeting, stockholders redeemed 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 Company’s trust account. As a result, approximately $11,886,421 (approximately $10.15 per share) was removed from the Company’s trust account to pay such holders. As part of the extension meeting to extend the liquidation date to July 7, 2022, 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 (“Public Share”) that was not redeemed. 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 non-interest 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 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X In the opinion of the Company’s management, the unaudited financial statements as of March 31, 2022 and for the three months ended March 31, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of changes in stockholders’ deficit for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. 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 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 March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020 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 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Basic and diluted net income per common share Class A Class B Numerator: Allocation of net income $ 1,269,182 $ 320,130 Denominator: Basic and diluted weighted average shares outstanding 11,893,750 3,000,000 Basic and diluted net income per common share $ 0.11 $ 0.11 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 | 3 Months Ended |
Mar. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, on 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 three-fourths one-tent |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
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. 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 Placement Warrants and the rights underlying the Placement Units (“Private Rights”) will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
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, the 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 Class B common stock included an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the initial stockholders do not purchase any Public Shares in the IPO and excluding the Placement Units and underlying securities). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. 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 per month for these services the company incurred $30,000 of such fees for the three months ended March 31, 2022. As of March 31, 2022, $ 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 and did not commit 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 of such notes may be converted upon consummation of a Business Combination into additional Private Units at a price of 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 firm commitment to provide up to in non-interest of such loans outstanding. 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
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 Underwriting Agreement The Company granted the underwriter a 45-day 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 $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (ii) the date post-Closing on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party resulting in all of Pubco’s stockholders having the right to exchange their equity holdings in Pubco for cash, securities or other property) engage in any direct or indirect transfer or disposition of Pubco securities or Benessere securities or publicly disclose the intention to do so. On January 7, 2022, the Company held a stockholder meeting to extend the date by which the Company has to consummate a business combination from January 7, 2022 to July 7, 2022. As part of the meeting, stockholders redeemed 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 Company’s trust account. As a result, approximately $11,886,421 (approximately $10.15 per share) was removed from the Company’s trust account to pay such holders. As part of the extension meeting to extend the liquidation date to July 7, 2022, the Sponsor and eCombustible each 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 (“Public Share”) that was not redeemed. The Contributions were non-interest bearing and repayable on the consummation of the Company’s business combination. 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 Lock-Up locked-up Closing |
WARRANT LIABILITY
WARRANT LIABILITY | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANT LIABILITY | NOTE 7. WARRANT LIABILITY 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 days after the completion of a Business Combination and will expire 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 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’ prior written notice of redemption, or the 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. “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, result |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT Class A Common Stock — The Company was authorized to issue 100,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 393,750 shares of Class A Common Stock issued and outstanding, excluding 10,329,489 and 11,500,000 shares of Class A Common Stock subject to possible redemption at March 31, 2022 and December 31, 2021. On January 7, 2022, the Company held a stockholder meeting to extend the date by which the Company has to consummate a business combination from January 7, 2022 to July 7, 2022. As part of the meeting, stockholders redeemed 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 Company’s trust account. As a result, approximately $ (approximately $ per share) was removed from the Company’s trust account to pay such holders. As part of the extension meeting to extend the liquidation date to July 7, 2022, the Sponsor and eCombustible each 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 (“Public Share”) that was not redeemed. The Contributions were non-interest bearing and repayable on the consummation of the Company’s business combination. Class B Common Stock — The Company was authorized to issue 10,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class B Common Stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 3,000,000 shares of Class B Common Stock issued and outstanding, including 125,000 Representative Shares (as defined and described below). 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 as-converted Preferred Shares — The Company was authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Rights Each holder of a right will receive one-tenth as-converted Representative Shares On October 10, 2020, we issued 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Asset: Marketable securities held in Trust Account $ 107,013,092 $ — $ — Warrant Liabilities: Public Warrants $ 4,312,500 $ — $ — Private Placement Warrants $ — $ — $ 149,133 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: Description Quoted Prices in Significant Other Significant Other Asset: Marketable securities held in Trust Account $ 116,784,563 $ — $ — Warrant Liabilities: Public Warrants $ 6,727,500 $ — $ — Private Placement Warrants $ — $ — $ 298,856 At March 31, 2022 and December 31, 2021, assets held in the Trust Account were primarily invested 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 March 31, 2022 (Public Warrants) (Private Warrants) (Private Warrants) (Private Warrants) Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Share price $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term (years) 6.00 6.00 5.52 5.27 Probability of Acquisition 80.0 % 80.0 % 80.0 % 80.0 % Volatility 5.0 % 5.0 % 5.0 % 4.7 % Risk-free rate 0.11 % 0.11 % 0.06 % 2.42 % Dividend yield (per share) 0.00 % 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 March 31, 2022 they were valued using Level 1 fair value measurements. 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 March 31, 2022. Fair Value Balance, January 7, 2021 $ — 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 (3,985,314 ) March 31, 2022 $ 149,133 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
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 May [16], 2022 the date the financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X In the opinion of the Company’s management, the unaudited financial statements as of March 31, 2022 and for the three months ended March 31, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of changes in stockholders’ deficit for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. |
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 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 March 31, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020 |
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 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Basic and diluted net income per common share Class A Class B Numerator: Allocation of net income $ 1,269,182 $ 320,130 Denominator: Basic and diluted weighted average shares outstanding 11,893,750 3,000,000 Basic and diluted net income per common share $ 0.11 $ 0.11 |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of redeemable class A common stock reflected in the Balance Sheet | At March 31, 2022, 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): Three Months Basic and diluted net income per common share Class A Class B Numerator: Allocation of net income $ 1,269,182 $ 320,130 Denominator: Basic and diluted weighted average shares outstanding 11,893,750 3,000,000 Basic and diluted net income per common share $ 0.11 $ 0.11 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Asset: Marketable securities held in Trust Account $ 107,013,092 $ — $ — Warrant Liabilities: Public Warrants $ 4,312,500 $ — $ — Private Placement Warrants $ — $ — $ 149,133 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: Description Quoted Prices in Significant Other Significant Other 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 March 31, 2022 (Public Warrants) (Private Warrants) (Private Warrants) (Private Warrants) Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Share price $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term (years) 6.00 6.00 5.52 5.27 Probability of Acquisition 80.0 % 80.0 % 80.0 % 80.0 % Volatility 5.0 % 5.0 % 5.0 % 4.7 % Risk-free rate 0.11 % 0.11 % 0.06 % 2.42 % Dividend yield (per share) 0.00 % 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 March 31, 2022. Fair Value Balance, January 7, 2021 $ — 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 (3,985,314 ) March 31, 2022 $ 149,133 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Jan. 12, 2022 | Jan. 07, 2022 | Jan. 21, 2021 | Jan. 07, 2021 | Mar. 31, 2022 | Mar. 31, 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 | ||||||||
Purchase price, per unit | $ 10 | $ 10.15 | |||||||
Payments for investment of cash in Trust Account | $ 116,725,000 | $ 0 | $ 116,725,000 | ||||||
Transaction Costs | 4,701,732 | ||||||||
Underwriting fees | 862,500 | ||||||||
Deferred Underwriting commission | 3,450,000 | 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 | $ 215,000 | $ 1,000,000 | |||||||
Non Interest Bearing Loan For Working Capital Purpose [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Payment made to acquire restricted investments | $ 2,065,898 | ||||||||
Non Interest Bearing Loan For Working Capital Purpose [Member] | Related Party Loans | E Combustible Energy LLC [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Payment made to acquire restricted investments | $ 1,032,949 | $ 1,032,949 | |||||||
Common Class A [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares redeemed by stockholders | 1,170,511 | ||||||||
Amount to be set aside from the trust account to pay off the holders of temporary equity | $ 11,886,421 | ||||||||
Temporary equity redemption price per share | $ 10.15 | ||||||||
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 | ||||||||
Purchase price, per unit | $ 10.15 | $ 10 | $ 10.15 | ||||||
Proceeds from issuance initial public offering | $ 100,000,000 | 115,000,000 | |||||||
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 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ 3,600,000 | 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 | $ 337,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 07, 2021 |
Cash equivalents | $ 0 | $ 0 | |
Sale of Private Placement Warrants (in shares) | 8,920,313 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |
Cash, FDIC Insured Amount | $ 250,000 | ||
Public Warrants | |||
Sale of Private Placement Warrants (in shares) | 8,625,000 | 8,625,000 | |
Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 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) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Temporary Equity [Line Items] | |
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 ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 1,269,182 | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 11,893,750 | |
Basic and diluted net income per common share | $ 0.11 | $ 0.45 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 320,130 | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 3,000,000 | |
Basic and diluted net income per common share | $ 0.11 | $ 0.45 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 21, 2021 | Jan. 07, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 11,500,000 | ||
Shares Issued, Price Per Share | $ 10 | $ 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 | 1 | |
Exercise price of warrants | $ 11.50 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 1,500,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 21, 2021 | Mar. 31, 2022 | Jan. 07, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 8,920,313 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 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) - Common Class B [Member] | Oct. 13, 2020USD ($)Day$ / sharesshares |
Related Party Transaction [Line Items] | |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% |
Sponsor | |
Related Party Transaction [Line Items] | |
Number of shares issued | 2,875,000 |
Aggregate purchase price | $ | $ 25,000 |
Shares subject to forfeiture | 0 |
Sponsor | 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 | 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 | Maximum [Member] | |
Related Party Transaction [Line Items] | |
Shares subject to forfeiture | 375,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jan. 12, 2022 | Jan. 07, 2022 | Jan. 11, 2021 | Oct. 13, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 12, 2021 |
Related Party Transaction [Line Items] | ||||||||
Repayment of promissory note - related party | $ 0 | $ 108,200 | ||||||
Expenses incurred and paid | $ 30,000 | |||||||
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 | |||||||
Non Interest Bearing Loan For Working Capital Purpose [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment made to acquire restricted investments | $ 2,065,898 | |||||||
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 | |||||||
Due to related parties | 90,000 | |||||||
Related Party Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working Capital Loans Outstanding | 215,000 | |||||||
Related Party Loans | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan conversion agreement warrant | $ 1,500,000 | |||||||
Debt instrument conversion price per share | $ 10 | |||||||
Related Party Loans | Non Interest Bearing Loan For Working Capital Purpose [Member] | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment made to acquire restricted investments | 1,032,949 | |||||||
Related Party Loans | Non Interest Bearing Loan For Working Capital Purpose [Member] | E Combustible Energy LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment made to acquire restricted investments | $ 1,032,949 | $ 1,032,949 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jan. 12, 2022USD ($) | Jan. 07, 2022USD ($)$ / sharesshares | Jan. 21, 2021USD ($)shares | Mar. 31, 2022USD ($)Item$ / sharesshares | Mar. 31, 2021USD ($) |
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 | $ 3,450,000 | |||
Non Interest Bearing Loan For Working Capital Purpose [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payment made to acquire restricted investments | $ 2,065,898 | ||||
Common Class A [Member] | |||||
Loss Contingencies [Line Items] | |||||
Number of shares redeemed by stockholders | shares | 1,170,511 | ||||
Amount to be set aside from the trust account to pay off the holders of temporary equity | $ 11,886,421 | ||||
Temporary equity redemption price per share | $ / shares | $ 10.15 | ||||
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 | Non Interest Bearing Loan For Working Capital Purpose [Member] | Related Party Loans | |||||
Loss Contingencies [Line Items] | |||||
Payment made to acquire restricted investments | 1,032,949 | ||||
Sponsor | Pubco Common Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share Price | $ / shares | $ 12 | ||||
E Combustible Energy LLC [Member] | Non Interest Bearing Loan For Working Capital Purpose [Member] | Related Party Loans | |||||
Loss Contingencies [Line Items] | |||||
Payment made to acquire restricted investments | $ 1,032,949 | $ 1,032,949 | |||
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) | 3 Months Ended | |
Mar. 31, 2022Day$ / sharesshares | Jan. 07, 2021shares | |
Class of Warrant or Right [Line Items] | ||
Sale of Private Placement Warrants (in shares) | 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 |
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 |
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) | Jan. 12, 2022USD ($) | Jan. 07, 2022USD ($)$ / sharesshares | Oct. 10, 2020USD ($)shares | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | Jan. 07, 2021shares |
Class of Stock [Line Items] | ||||||
Number of shares issuable per warrant | 1 | 0.10 | ||||
Non Interest Bearing Loan For Working Capital Purpose [Member] | ||||||
Class of Stock [Line Items] | ||||||
Payment made to acquire restricted investments | $ | $ 2,065,898 | |||||
Non Interest Bearing Loan For Working Capital Purpose [Member] | Related Party Loans | E Combustible Energy LLC [Member] | ||||||
Class of Stock [Line Items] | ||||||
Payment made to acquire restricted investments | $ | $ 1,032,949 | $ 1,032,949 | ||||
Class A Common Stock Subject to Redemption | ||||||
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 10,329,489 | 11,500,000 | ||||
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 | ||||
Amount to be set aside from the trust account to pay off the holders of temporary equity | $ | $ 11,886,421 | |||||
Temporary equity redemption price per share | $ / shares | $ 10.15 | |||||
Number of shares redeemed by stockholders | 1,170,511 | |||||
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 | Mar. 31, 2022 | Dec. 31, 2021 |
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) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets Held-in-trust, Noncurrent | $ 107,013,092 | $ 116,784,563 |
Warrant Liabilities: | ||
Warrant liability | 4,461,633 | 7,026,356 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets Held-in-trust, Noncurrent | 107,013,092 | 116,784,563 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants | ||
Warrant Liabilities: | ||
Warrant liability | 4,312,500 | 6,727,500 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | ||
Warrant Liabilities: | ||
Warrant liability | $ 149,133 | $ 298,856 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Mar. 31, 2022USD ($)yr | Dec. 31, 2021yrUSD ($) | 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 | 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 | 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 | 5.27 | 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 | 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 | 4.7 | 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 | 2.42 | 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 | 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] | 15 Months Ended |
Mar. 31, 2022USD ($) | |
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) |
Change in fair value of derivative liabilities | (3,985,314) |
Fair value Ending | $ 149,133 |