Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | INSU ACQUISITION CORP. III | ||
Trading Symbol | IIII | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 242,750,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001829889 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39818 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3356658 | ||
Entity Address, Address Line One | 2929 Arch Street | ||
Entity Address, Address Line Two | Suite 1703 | ||
Entity Address, City or Town | Philadelphia | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19104 | ||
City Area Code | (215) | ||
Local Phone Number | 701-9555 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 25,575,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 8,525,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 223,949 | $ 544,358 |
Prepaid expenses | 191,862 | 402,871 |
Total Current Assets | 415,811 | 947,229 |
Cash and marketable securities held in Trust Account | 250,008,357 | 250,000,206 |
TOTAL ASSETS | 250,424,168 | 250,947,435 |
Current liabilities | ||
Accrued expenses | 730,942 | 52,890 |
Working capital loan - related party, at fair value | 500,000 | |
Total Current Liabilities | 1,230,942 | 52,890 |
Warrant liabilities | 5,116,917 | 10,923,502 |
Deferred underwriting fee payable | 10,640,000 | 10,640,000 |
Total Liabilities | 16,987,859 | 21,616,392 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption 25,000,000 shares at $10.00 per share redemption value as of December 31, 2021 and 2020 | 250,000,000 | 250,000,000 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 60,000,000 shares authorized; 575,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) at December 31, 2021 and 2020 | 58 | 58 |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,525,000 shares issued and outstanding at December 31, 2021 and 2020 | 853 | 853 |
Additional paid-in capital | ||
Accumulated deficit | (16,564,602) | (20,669,868) |
Total Stockholders’ Deficit | (16,563,691) | (20,668,957) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 250,424,168 | $ 250,947,435 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption value (in Dollars) | $ 25,000,000 | $ 25,000,000 |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 575,000 | 575,000 |
Common stock, shares outstanding | 575,000 | 575,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 8,525,000 | 8,525,000 |
Common stock, shares outstanding | 8,525,000 | 8,525,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 72,640 | $ 1,726,732 |
Loss from operations | (72,640) | (1,726,732) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 206 | 25,413 |
Change in fair value of warrant liabilities | (1,367,834) | 5,806,585 |
Transaction costs allocable to warrants | (576,350) | |
Other income (expense), net | (1,943,978) | 5,831,998 |
Net income (loss) | $ (2,016,618) | $ 4,105,266 |
Weighted average shares outstanding of Class A common stock (in Shares) | 630,616 | 25,575,000 |
Basic and diluted income (loss) per share, Class A common stock (in Dollars per share) | $ (13.15) | $ 0.12 |
Weighted average shares outstanding of Class B common stock (in Shares) | 1,783,607 | 8,525,000 |
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share) | $ (13.15) | $ 0.12 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Oct. 05, 2020 | |||||
Balance (in Shares) at Oct. 05, 2020 | |||||
Issuance of Class B common stock to initial stockholders | $ 855 | 24,145 | 25,000 | ||
Issuance of Class B common stock to initial stockholders (in Shares) | 8,548,333 | ||||
Sale of 25,000,000 Units, net of underwriting discounts, offering expenses and warrant liabilities | $ 2,500 | 225,792,495 | 225,794,995 | ||
Sale of 25,000,000 Units, net of underwriting discounts, offering expenses and warrant liabilities (in Shares) | 25,000,000 | ||||
Sale of 575,000 Placement Units, net of warrant liabilities | $ 58 | 5,527,608 | 5,527,666 | ||
Sale of 575,000 Placement Units, net of warrant liabilities (in Shares) | 575,000 | ||||
Forfeiture of Founder Shares | $ (2) | 2 | |||
Forfeiture of Founder Shares (in Shares) | (23,333) | ||||
Accretion for Class A common stock to redemption amount | $ (2,500) | (231,344,250) | (18,653,250) | (250,000,000) | |
Accretion for Class A common stock to redemption amount (in Shares) | (25,000,000) | ||||
Net income (loss) | (2,016,618) | (2,016,618) | |||
Balance at Dec. 31, 2020 | $ 58 | $ 853 | (20,669,868) | (20,668,957) | |
Balance (in Shares) at Dec. 31, 2020 | 575,000 | 8,525,000 | |||
Net income (loss) | 4,105,266 | 4,105,266 | |||
Balance at Dec. 31, 2021 | $ 58 | $ 853 | $ (16,564,602) | $ (16,563,691) | |
Balance (in Shares) at Dec. 31, 2021 | 575,000 | 8,525,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Deficit (Parentheticals) | 3 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | 25,000,000 |
Sale of placement units | 575,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (2,016,618) | $ 4,105,266 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 1,367,834 | (5,806,585) |
Transaction costs allocable to warrants | 576,350 | |
Interest earned on marketable securities held in Trust Account | (206) | (25,413) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (402,871) | 211,009 |
Accrued expenses | 52,890 | 678,052 |
Net cash used in operating activities | (422,621) | (837,671) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (250,000,000) | |
Cash withdrawn from Trust Account to pay franchise taxes | 17,262 | |
Net cash provided by (used in) investing activities | (250,000,000) | 17,262 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Founder Shares | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 245,640,000 | |
Proceeds from sale of Placement Units | 5,750,000 | |
Proceeds from working capital loan - related party | 500,000 | |
Proceeds from promissory note – related party | 71,278 | |
Repayment of promissory note—related party | (71,278) | |
Payment of offering costs | (448,021) | |
Net cash provided by financing activities | 250,966,979 | 500,000 |
Net Change in Cash | 544,358 | (320,409) |
Cash – Beginning of period | 544,358 | |
Cash – End of period | 544,358 | $ 223,949 |
Non-cash investing and financing activities: | ||
Initial classification of Class A common stock subject to possible redemption | 250,000,000 | |
Deferred underwriting fee payable | $ 10,640,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS INSU Acquisition Corp. III (the “Company”) is a blank check company incorporated in Delaware on October 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more operating businesses or assets (a “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on businesses providing insurance or insurance related services, with particular emphasis on insurance distribution businesses, regulated insurance or reinsurance businesses, and insurance related technology businesses. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced operations. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on December 17, 2020. On December 22, 2020 the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriters of their over-allotment option in the amount of 3,200,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 575,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Insurance Acquisition Sponsor III, LLC, generating gross proceeds of $5,750,000, which is described in Note 4. Transaction costs amounted to $15,448,021, consisting of $4,360,000 in cash underwriting fees, $10,640,000 of deferred underwriting fees and $448,021 of other offering costs. Following the closing of the Initial Public Offering on December 22, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds that meet certain conditions under Rule 2a-7 of the Investment Company Act, and that invest only in direct U.S. government obligations, until the earlier of: (i) the consummation of a Business Combination; (ii) the redemption of any Public Shares in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination by December 22, 2022 (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. Nasdaq rules provide that the Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of signing a definitive agreement in connection with a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representatives (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, Insurance Acquisition Sponsor III, LLC and Dioptra Advisors III, LLC (collectively the “Sponsor”) and the Company’s officers and directors (the “Insiders”) have agreed to vote their Founder Shares (as defined in Note 5), the shares of Class A common stock included in the Placement Units (the “Placement Shares”) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete an initial Business Combination within the Combination Period. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account, net of taxes payable). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representatives (as discussed in Note 6). There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. Notwithstanding the foregoing, the Company may not redeem shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Insiders have agreed to vote any Founder Shares, any Placement Shares and any Public Shares held by them in favor of any such amendment. The Company will have until the expiration of the Combination Period to consummate its initial Business Combination. If the Company is unable to consummate a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account not previously released to the Company to pay its tax obligations and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and; (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Insiders have agreed to waive their redemption rights with respect to any Founder Shares and Placement Shares, as applicable, (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete its initial Business Combination within the Combination Period, and (iii) if the Company fails to consummate a Business Combination within the Combination Period. The Insiders have also agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the consummation of a Business Combination and in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete its initial Business Combination within the Combination Period. However, the Insiders will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within the Combination Period. The representatives have agreed to waive their rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Initial Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. Insurance Acquisition Sponsor III, LLC, has agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for service rendered, contracted for or products sold to the Company. However, it may not be able to satisfy those obligations should they arise. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 20.0% or more of the shares sold in the Initial Public Offering. However, there is no restriction on the Company’s stockholders’ ability to vote all of their shares for or against a Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. During the year ended December 31, 2021, we withdrew $17,262 of interest income from the Trust Account to pay for franchise taxes. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts them to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Warrants for periods where no observable trading price was available are valued using a Modified Black-Scholes Option Pricing model for the Placement Warrants (as defined in Note 4) and a binomial / lattice model for the Public Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $15,448,021, of which $14,871,671 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $576,350 were expensed to the statements of operations. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period as calculated using the treasury stock method. At December 31, 2021, the Company had outstanding warrants to purchase up to 8,525,001 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per common share since the inclusion of such warrants would be anti-dilutive. The warrants cannot be converted to shares of Class A common stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive. Additionally, the Working Capital Loan (see Note 5) is convertible, at the lender’s option, into Units consisting of one share of Class A common stock and one-third of one warrant (see Note 4). Because the conversion feature cannot be exercised until the consummation of an initial Business Combination, the underlying Units are also considered anti-dilutive and have been excluded from the calculation of diluted net income (loss) per common share. As of December 31, 2021, the Company has two classes of common stock, Class A common stock and Class B common stock. For the period from October 6, 2020 (inception) through December 31, 2020, earnings and losses were adjusted for the effects of the excess cash received over the fair value of the Placement Warrants and the deemed dividend to Class A stockholders and were allocated pro rata between the two classes of common stock as follows: Year Ended For the Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,078,950 $ 1,026,317 $ (8,293,193 ) $ (23,456,096 ) Denominator: Basic and diluted weighted average common shares outstanding 25,575,000 8,525,000 630,616 1,783,607 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ (13.15 ) $ (13.15 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06,” Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,200,000, Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, Insurance Acquisition Sponsor III, LLC purchased an aggregate of 575,000 Placement Units at a price of $10.00 per Placement Unit, or $5,750,000 in the aggregate. Each Placement Unit consists of one share of Class A common stock and one-third of one warrant (the “Placement Warrant”). Each whole Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the 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 will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Company issued an aggregate of 1,000 shares of common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000. Accordingly, as of December 22, 2020, the $25,000 payment due to the Company is recorded as stock subscription receivable from stockholder in the stockholders’ deficit section of the accompanying balance sheets. Subsequently, on December 28, 2020, the Company received the $25,000 payment. On October 22, 2020, the Company filed an amendment to its Certificate of Incorporation to, among other things, create two classes of common stock, Class A and Class B, and to convert the outstanding Founder Shares into shares of Class B common stock. The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. On October 22, 2020, the Company effectuated a 7,846.667-for-1 forward stock split of its common stock and in December 2020 the Company completed a stock dividend of 1.08922171 shares of Class B common stock for each share of Class B common stock outstanding prior to the dividend, resulting in an aggregate of 8,548,333 Founder Shares being held by the Sponsor. Due to the partial exercise of the underwriters’ over-allotment option and the decision to forfeit the remaining available shares, 23,333 Founder Shares were forfeited at the Initial Public Offering. The Insiders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 25% of such shares, upon consummation of the Company’s initial Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor $20,000 per month for office space, administrative and shared personnel support services. For the year ended December 31, 2021 and for the period from October 6, 2020 (inception) through December 31, 2020, the Company incurred and paid $240,000 and $10,000, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or one of its affiliates has committed to loan the Company funds as may be required up to a maximum of $810,000 (“Working Capital Loans”), which will be repaid only upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Working Capital Loans, the unpaid amounts would be forgiven. Up to $1,500,000 of the Working Capital Loans may be converted into units at a price of $10.00 per unit at the option of the holder, at the time of the Business Combination. The units would be identical to the Placement Units. As of December 31, 2021 and 2020, there was $500,000 and no amounts outstanding under the Working Capital Loans, respectively. On July 12, 2021, Cohen & Company, LLC, the manager of the Sponsor, made a Working Capital Loan to the Company in the amount of $250,000. On November 22, 2021, an additional $250,000 was drawn on the Working Capital Loan. The Working Capital Loan is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. The Working Capital Loan was valued using the fair value method. The fair value of the Working Capital Loan as of December 31, 2021 was $500,000, with changes in fair value recorded to the statement of operations. For the year ended December 31, 2021, there were no changes in fair value recorded to the statement of operations. Sponsor Commitment On March 11, 2022, the Sponsor agreed to provide financial support to the Company in an amount sufficient for it to satisfy its obligations as they come due until the earlier of the consummation of the Business Combination or one year from the release of the Company’s financial statements, and will satisfy, on a timely basis all liabilities and obligations of the Company if the Company is unable to satisfy them when due. In addition, the Sponsor has the ability to provide the necessary financial support to the Company to the extent and when deemed necessary by the Company and there are no restrictions on the Sponsor to provide such support. Management believes current operating cash, and the support from its Sponsor, provides sufficient capital to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and therefore substantial doubt has been alleviated. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Placement Units (including securities contained therein) and the warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Placement Warrants or the warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement entered into on December 17, 2020 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders a majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, the holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, excluding Units sold pursuant to the exercise of the underwriters’ over-allotment option, or $4,360,000. In addition, the representatives are entitled to a deferred fee of $10,640,000. The deferred fee will become payable to the representatives from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock issued and outstanding upon completion of the Initial Public Offering, including Placement Shares, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 8. WARRANTS At December 31, 2021 and 2020, there were 8,333,334 Public Warrants outstanding and 191,667 Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise for cash of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt from the registration or qualifications requirements of the securities laws of the state of residence of the registered holder of the warrants. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants has not been declared effective by the end of 60 business days following the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. The Company will use its best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, 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, recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Insiders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with 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 Initial Public Offering, 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 saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 44,790 $ 8,127 Organizational costs/Startup expenses 327,698 7,084 Total deferred tax assets 372,488 15,211 Valuation allowance (372,488 ) (15,211 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2021 2020 Federal Current $ — $ — Deferred (357,277 ) (15,211 ) State Current $ — $ — Deferred — — Change in valuation allowance 357,277 15,211 Income tax provision $ — $ — As of December 31, 2021, the Company had $174,587 of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from October 6, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $357,277 and $15,211, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (30.0 )% (14.2 )% Transaction costs allocable to warrants 0.0 % (6.0 )% Change in valuation allowance 9.0 % (0.8 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS 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 assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 250,008,357 $ 250,000,206 Liabilities: Warrant Liability – Public Warrants 1 $ 5,000,000 $ — Warrant Liability – Public Warrants 3 $ — $ 10,666,668 Warrant Liability – Placement Warrants 3 $ 116,917 $ 256,834 Working Capital Loan – Related Party 3 $ 500,000 $ — The Warrants were accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statements of operations. The Placement Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Model’s primary unobservable input utilized in determining the fair value of the Placement Warrants is the expected volatility of the common stock as well as the probability of consummation of a Business Combination. The probability assigned to the consummation of the Business Combination was determined based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of December 31, 2020 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A binomial/lattice model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Placement Warrants. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrants was used as the fair value as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements for the warrant liabilities. This includes the Private and Public warrant liabilities as of December 31, 2020 and the Private warrant liabilities as of December 31, 2021: December 31, December 31, Stock price $ 9.80 $ 10.09 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 12.1 % 25.0 % Risk-free rate 1.3 % 0.4 % Dividend yield 0.0 % 0.0 % Probability of consummation of a Business Combination 80.00 % 80.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Liabilities Fair value as of January 1, 2021 $ 256,834 $ 10,666,668 $ 10,923,502 Transfers to Level 1 — (10,666,668 ) (10,666,668 ) Change in fair value (139,917 ) — (139,917 ) Fair value as of December 31, 2021 $ 116,917 $ — $ 116,917 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $10,666,668. The following table present the changes in fair value of the Level 3 Working Capital Loan - related party: December 31, Fair value as of January 1, 2021 $ — Proceeds received through Working Capital Loan - Related Party 500,000 Change in fair value — Fair value as of December 31, 2021 $ 500,000 There were no transfers in or out of level 3 from other levels in the far value hierarchy during the year ended December 31, 2021 for the Working Capital Loan – related party. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 11, 2022, the Working Capital Loan was amended to increase the original principal sum from $500,000 to a maximum principal amount of $810,000. Subsequently, on February 11, 2022, the Company drew an additional $310,000 on the Working Capital Loan. On March 11, 2022, the Sponsor agreed to provide financial support to the Company in an amount sufficient for it to satisfy its obligations as they come due until the earlier of the consummation of the Business Combination or one year from the release of the Company’s financial statements, and will satisfy, on a timely basis all liabilities and obligations of the Company if the Company is unable to satisfy them when due. In addition, the Sponsor has the ability to provide the necessary financial support to the Company to the extent and when deemed necessary by the Company and there are no restrictions on the Sponsor to provide such support. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. During the year ended December 31, 2021, we withdrew $17,262 of interest income from the Trust Account to pay for franchise taxes. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts them to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Warrants for periods where no observable trading price was available are valued using a Modified Black-Scholes Option Pricing model for the Placement Warrants (as defined in Note 4) and a binomial / lattice model for the Public Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $15,448,021, of which $14,871,671 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $576,350 were expensed to the statements of operations. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period as calculated using the treasury stock method. At December 31, 2021, the Company had outstanding warrants to purchase up to 8,525,001 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per common share since the inclusion of such warrants would be anti-dilutive. The warrants cannot be converted to shares of Class A common stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive. Additionally, the Working Capital Loan (see Note 5) is convertible, at the lender’s option, into Units consisting of one share of Class A common stock and one-third of one warrant (see Note 4). Because the conversion feature cannot be exercised until the consummation of an initial Business Combination, the underlying Units are also considered anti-dilutive and have been excluded from the calculation of diluted net income (loss) per common share. As of December 31, 2021, the Company has two classes of common stock, Class A common stock and Class B common stock. For the period from October 6, 2020 (inception) through December 31, 2020, earnings and losses were adjusted for the effects of the excess cash received over the fair value of the Placement Warrants and the deemed dividend to Class A stockholders and were allocated pro rata between the two classes of common stock as follows: Year Ended For the Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,078,950 $ 1,026,317 $ (8,293,193 ) $ (23,456,096 ) Denominator: Basic and diluted weighted average common shares outstanding 25,575,000 8,525,000 630,616 1,783,607 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ (13.15 ) $ (13.15 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06,” Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | Year Ended For the Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,078,950 $ 1,026,317 $ (8,293,193 ) $ (23,456,096 ) Denominator: Basic and diluted weighted average common shares outstanding 25,575,000 8,525,000 630,616 1,783,607 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ (13.15 ) $ (13.15 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 44,790 $ 8,127 Organizational costs/Startup expenses 327,698 7,084 Total deferred tax assets 372,488 15,211 Valuation allowance (372,488 ) (15,211 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of income tax provision | December 31, 2021 2020 Federal Current $ — $ — Deferred (357,277 ) (15,211 ) State Current $ — $ — Deferred — — Change in valuation allowance 357,277 15,211 Income tax provision $ — $ — |
Schedule of federal income tax rate to the company’s effective tax rate | December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (30.0 )% (14.2 )% Transaction costs allocable to warrants 0.0 % (6.0 )% Change in valuation allowance 9.0 % (0.8 )% Income tax provision 0.0 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measured on recurring basis | Description Level December 31, December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 250,008,357 $ 250,000,206 Liabilities: Warrant Liability – Public Warrants 1 $ 5,000,000 $ — Warrant Liability – Public Warrants 3 $ — $ 10,666,668 Warrant Liability – Placement Warrants 3 $ 116,917 $ 256,834 Working Capital Loan – Related Party 3 $ 500,000 $ — |
Schedule of information regarding Level 3 fair value measurements inputs | December 31, December 31, Stock price $ 9.80 $ 10.09 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 12.1 % 25.0 % Risk-free rate 1.3 % 0.4 % Dividend yield 0.0 % 0.0 % Probability of consummation of a Business Combination 80.00 % 80.0 % |
Schedule of changes in the fair value of Level 3 warrant liabilities | Private Public Warrant Liabilities Fair value as of January 1, 2021 $ 256,834 $ 10,666,668 $ 10,923,502 Transfers to Level 1 — (10,666,668 ) (10,666,668 ) Change in fair value (139,917 ) — (139,917 ) Fair value as of December 31, 2021 $ 116,917 $ — $ 116,917 |
Schedule of changes in fair value of the level 3 Working Capital Loan- related party | December 31, Fair value as of January 1, 2021 $ — Proceeds received through Working Capital Loan - Related Party 500,000 Change in fair value — Fair value as of December 31, 2021 $ 500,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Dec. 22, 2020 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Pro rata interest share price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 500,000 | |
Sale of stock (in Shares) | 25,000,000 | |
Sale of stock per unit (in Dollars per share) | $ 10 | |
Underwriting fees | $ 4,360,000 | |
Deferred underwriting fees | 10,640,000 | |
Other offering costs | $ 448,021 | |
Business combination description | Nasdaq rules provide that the Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of signing a definitive agreement in connection with a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |
Obligation redemption percent | 100.00% | |
Net tangible assets | $ 5,000,001 | |
Interest to pay dissolution expenses | $ 100,000 | |
Redeem aggregate percentage | 20.00% | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated initial public offering number of shares (in Shares) | 25,000,000 | |
Sale of stock per unit (in Dollars per share) | $ 10 | |
Gross proceeds initial public offering | $ 250,000,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated initial public offering number of shares (in Shares) | 3,200,000 | |
Pro rata interest share price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 250,000,000 | |
Sale of stock (in Shares) | 3,200,000 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Sale of stock (in Shares) | 575,000 | |
Sale of stock per unit (in Dollars per share) | $ 10 | |
Gross proceeds | $ 5,750,000 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Transaction costs | $ 15,448,021 | |
Business combination, description | (i) the consummation of a Business Combination; (ii) the redemption of any Public Shares in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination by December 22, 2022 (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. | |
Net tangible assets | $ 5,000,001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Interest income | $ 17,262 |
Federal depository insurance corporation coverage | 250,000 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | 15,448,021 |
Stockholders’ deficit | 14,871,671 |
Expensed | $ 576,350 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Purchase of outstanding warrants (in Shares) | shares | 8,525,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (8,293,193) | $ 3,078,950 |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 630,616 | 25,575,000 |
Basic and diluted net income (loss) per common share | $ (13.15) | $ 0.12 |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (23,456,096) | $ 1,026,317 |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 1,783,607 | 8,525,000 |
Basic and diluted net income (loss) per common share | $ (13.15) | $ 0.12 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Number of units | 25,000,000 |
Initial public offering, description | Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7). |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of units | 3,200,000 |
Purchase price per unit (in Dollars per share) | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Initial Public Offering [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate amount of purchased shares (in Shares) | shares | 575,000 |
Placements unit per share | $ 10 |
Aggregate price (in Dollars) | $ | $ 5,750,000 |
Description of sale of stock | Each Placement Unit consists of one share of Class A common stock and one-third of one warrant (the “Placement Warrant”). |
Class A Common Stock [Member] | |
Private Placement (Details) [Line Items] | |
Common stock price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 11, 2022 | Jul. 12, 2021 | Dec. 18, 2020 | Oct. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 22, 2021 | Dec. 28, 2020 | Dec. 22, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Payment due | $ 25,000 | |||||||||
Payment accounts receivable | $ 25,000 | |||||||||
Founder shares transfer, description | 667-for-1 forward stock split of its common stock and in December 2020 the Company completed a stock dividend of 1.08922171 shares of Class B common stock for each share of Class B common stock outstanding prior to the dividend, resulting in an aggregate of 8,548,333 Founder Shares being held by the Sponsor. Due to the partial exercise of the underwriters’ over-allotment option and the decision to forfeit the remaining available shares, 23,333 Founder Shares were forfeited at the Initial Public Offering. | The Insiders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 25% of such shares, upon consummation of the Company’s initial Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||
Office space and administrative expense | $ 20,000 | $ 72,640 | $ 1,726,732 | |||||||
Incurred and paid expenses | $ 10,000 | 240,000 | ||||||||
Business combination transaction cost | 810,000 | |||||||||
Convertible debt | $ 1,500,000 | |||||||||
Conversion price (in Dollars per share) | $ 10 | |||||||||
Working capital loans | $ 250,000 | $ 500,000 | ||||||||
Additional working capital | $ 250,000 | |||||||||
Fair value loan | $ 500,000 | |||||||||
Business combination term | 1 year | |||||||||
Issuance date | 1 year | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares issued (in Shares) | 1,000 | |||||||||
Founder shares, value | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |
Percentage of underwriting discount | 2.00% |
Deferred fee | $ 10,640,000 |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Exercise of underwriters | $ 4,360,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Percentage of common stock converted basis | 25.00% | |
Class A Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote for each share. | |
Common stock, shares issued | 575,000 | 575,000 |
Common stock subject to possible redemption (in Dollars) | $ 25,000,000 | $ 25,000,000 |
Common stock, shares outstanding | 575,000 | 575,000 |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote for each share. | |
Common stock, shares issued | 8,525,000 | 8,525,000 |
Common stock, shares outstanding | 8,525,000 | 8,525,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Closing of the initial public offering | 12 months | |
Public warrants will expire | 5 years | |
Warrant price per share (in Dollars per share) | $ 0.01 | |
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Insiders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Public Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding | 8,333,334 | 8,333,334 |
Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding | 191,667 | 191,667 |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Exceeds price per share (in Dollars per share) | $ 18 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
U.S. federal and state net operating loss | $ 174,587 | |
Change in the valuation allowance | $ 357,277 | $ 15,211 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss carryforward | $ 44,790 | $ 8,127 |
Organizational costs/Startup expenses | 327,698 | 7,084 |
Total deferred tax assets | 372,488 | 15,211 |
Valuation allowance | (372,488) | (15,211) |
Deferred tax assets, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Current | ||
Deferred | (15,211) | (357,277) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 15,211 | 357,277 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate to the company’s effective tax rate | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of federal income tax rate to the company’s effective tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of warrant liabilities | (14.20%) | (30.00%) |
Transaction costs allocable to warrants | (6.00%) | 0.00% |
Change in valuation allowance | (0.80%) | 9.00% |
Income tax provision | 0.00% | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | $ 10,666,668 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 250,008,357 | $ 250,000,206 |
Warrant Liability – Public Warrants | 5,000,000 | |
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Warrant Liability – Public Warrants | 10,666,668 | |
Warrant Liability – Placement Warrants | 116,917 | 256,834 |
Working Capital Loan – Related Party | $ 500,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of information regarding Level 3 fair value measurements inputs - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of information regarding Level 3 fair value measurements inputs [Abstract] | ||
Stock price (in Dollars per share) | $ 10.09 | $ 9.8 |
Strike price (in Dollars per share) | $ 11.5 | $ 11.5 |
Term (in years) | 5 years 6 months | 5 years 6 months |
Volatility | 25.00% | 12.10% |
Risk-free rate | 0.40% | 1.30% |
Dividend yield | 0.00% | 0.00% |
Probability of consummation of a Business Combination | 80.00% | 80.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Private [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value beginning balance | $ 256,834 |
Fair value ending balance | 116,917 |
Transfers to Level 1 | |
Change in fair value | (139,917) |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value beginning balance | 10,666,668 |
Fair value ending balance | |
Transfers to Level 1 | (10,666,668) |
Change in fair value | |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value beginning balance | 10,923,502 |
Fair value ending balance | 116,917 |
Transfers to Level 1 | (10,666,668) |
Change in fair value | $ (139,917) |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in fair value of the level 3 Working Capital Loan- related party | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of changes in fair value of the level 3 Working Capital Loan- related party [Abstract] | |
Fair value beginning | |
Proceeds received through Working Capital Loan - Related Party | 500,000 |
Change in fair value | |
Fair value ending | $ 500,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 11, 2022 | Feb. 11, 2022 |
Subsequent Events (Details) [Line Items] | ||
Business combination term | 1 year | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Original principal amount | $ 500,000 | |
Maximum principal amount | 810,000 | |
Additional working capital loan | $ 310,000 |