Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39891 | |
Entity Registrant Name | FOXWAYNE ENTERPRISES ACQUISITION CORP. | |
Entity Central Index Key | 0001829999 | |
Entity Tax Identification Number | 85-3093926 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1 Rockefeller Plaza | |
Entity Address, Address Line Two | Suite 1039 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10020 | |
City Area Code | (917) | |
Local Phone Number | 284-8938 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Information, Former Legal or Registered Name | Not Applicable | |
Class A Common Stock and One Redeemable Warrant [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one redeemable warrant to purchase one share of Class A common stock | |
Trading Symbol | FOXWU | |
Security Exchange Name | NASDAQ | |
Class A common stock, par value $0.0001 per share | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | FOXW | |
Security Exchange Name | NASDAQ | |
Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | FOXWW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 1,393,678 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 1,437,500 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 7,072 | $ 41,574 |
Prepaid expenses | 59,306 | 23,787 |
Total Current Assets | 66,378 | 65,361 |
Investments held in Trust Account | 58,447,230 | 58,080,426 |
Total Assets | 58,513,608 | 58,145,787 |
Current liabilities: | ||
Accounts payable | 873,845 | 115,238 |
Accrued expenses | 924,014 | |
Due to related party | 180,000 | 132,700 |
Franchise tax payable | 118,070 | 170,400 |
Promissory note - related party | 1,034,999 | 100,000 |
Total Current Liabilities | 2,206,914 | 1,442,352 |
Deferred underwriting commissions | 2,012,500 | 2,012,500 |
Derivative warrant liabilities | 427,500 | 3,505,500 |
Total Liabilities | 4,646,914 | 6,960,352 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 5,750,000 shares issued and outstanding at $10.15 and $10.10 per share redemption value at June 30, 2022 and December 31, 2021, respectively | 58,362,500 | 58,075,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (4,495,955) | (6,889,714) |
Total Stockholders’ Deficit | (4,495,806) | (6,889,565) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 58,513,608 | 58,145,787 |
Common Class A [Member] | ||
Stockholders’ Deficit: | ||
Common stock, value | 5 | 5 |
Common Class B [Member] | ||
Stockholders’ Deficit: | ||
Common stock, value | $ 144 | $ 144 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 5,750,000 | 5,750,000 |
Temporary equity, shares outstanding | 5,750,000 | 5,750,000 |
Temporary equity, redemption price per share | $ 10.15 | $ 10.10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Non redeemable common stock, shares issued | 50,000 | 50,000 |
Non redeemable common stock, shares outstanding | 50,000 | 50,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 1,437,500 | 1,437,500 |
Common stock, shares outstanding | 1,437,500 | 1,437,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
General and administrative expenses | $ 157,287 | $ 193,486 | $ 302,189 | $ 381,016 |
General and administrative expenses - related party | 30,000 | 30,000 | 60,000 | 60,000 |
Franchise tax expense | 71,861 | 42,609 | 113,856 | 84,904 |
Loss from operations | (259,148) | (266,095) | (476,045) | (525,920) |
Other income (expense) | ||||
Change in fair value of derivative warrant liabilities | 171,000 | (1,310,500) | 3,078,000 | (996,500) |
Financing costs - derivative warrant liabilities | (212,494) | |||
Income from investments held in Trust Account | 74,115 | 1,448 | 79,304 | 2,498 |
Income (loss) before income tax | (14,033) | (1,575,147) | 2,681,259 | (1,732,416) |
Income tax expense | ||||
Net (loss) income | $ (14,033) | $ (1,575,147) | $ 2,681,259 | $ (1,732,416) |
Common Class A [Member] | ||||
Other income (expense) | ||||
Weighted average shares outstanding | 5,800,000 | 5,800,000 | 5,800,000 | 5,127,072 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.22) | $ 0.37 | $ (0.26) |
Common Class B [Member] | ||||
Other income (expense) | ||||
Weighted average shares outstanding | 1,437,500 | 1,437,500 | 1,437,500 | 1,415,746 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.22) | $ 0.37 | $ (0.26) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 144 | $ 24,856 | $ (6,357) | $ 18,643 | |
Beginning balance, shares at Dec. 31, 2020 | 1,437,500 | ||||
Net income (loss) | (157,269) | (157,269) | |||
Accretion of Class A common stock subject to redemption amount | (1,840,851) | (5,837,374) | (7,678,225) | ||
Issuance of Representative’s Shares | $ 5 | 499,995 | 500,000 | ||
Issuance of Representatives Shares | 50,000 | ||||
Excess of cash received over fair value of the private placement warrants | 1,316,000 | 1,316,000 | |||
Ending balance at Mar. 31, 2021 | $ 5 | $ 144 | (6,001,000) | (6,000,851) | |
Ending balance, shares at Mar. 31, 2021 | 50,000 | 1,437,500 | |||
Beginning balance at Dec. 31, 2020 | $ 144 | 24,856 | (6,357) | 18,643 | |
Beginning balance, shares at Dec. 31, 2020 | 1,437,500 | ||||
Net income (loss) | (1,732,416) | ||||
Ending balance at Jun. 30, 2021 | $ 5 | $ 144 | (7,576,147) | (7,575,998) | |
Ending balance, shares at Jun. 30, 2021 | 50,000 | 1,437,500 | |||
Beginning balance at Mar. 31, 2021 | $ 5 | $ 144 | (6,001,000) | (6,000,851) | |
Beginning balance, shares at Mar. 31, 2021 | 50,000 | 1,437,500 | |||
Net income (loss) | (1,575,147) | (1,575,147) | |||
Ending balance at Jun. 30, 2021 | $ 5 | $ 144 | (7,576,147) | (7,575,998) | |
Ending balance, shares at Jun. 30, 2021 | 50,000 | 1,437,500 | |||
Beginning balance at Dec. 31, 2021 | $ 5 | $ 144 | (6,889,714) | (6,889,565) | |
Beginning balance, shares at Dec. 31, 2021 | 50,000 | 1,437,500 | |||
Net income (loss) | 2,695,292 | 2,695,292 | |||
Ending balance at Mar. 31, 2022 | $ 5 | $ 144 | (4,194,422) | (4,194,273) | |
Ending balance, shares at Mar. 31, 2022 | 50,000 | 1,437,500 | |||
Beginning balance at Dec. 31, 2021 | $ 5 | $ 144 | (6,889,714) | (6,889,565) | |
Beginning balance, shares at Dec. 31, 2021 | 50,000 | 1,437,500 | |||
Net income (loss) | 2,681,259 | ||||
Ending balance at Jun. 30, 2022 | $ 5 | $ 144 | (4,495,955) | (4,495,806) | |
Ending balance, shares at Jun. 30, 2022 | 50,000 | 1,437,500 | |||
Beginning balance at Mar. 31, 2022 | $ 5 | $ 144 | (4,194,422) | (4,194,273) | |
Beginning balance, shares at Mar. 31, 2022 | 50,000 | 1,437,500 | |||
Net income (loss) | (14,033) | (14,033) | |||
Accretion of Class A common stock subject to redemption amount | (287,500) | (287,500) | |||
Ending balance at Jun. 30, 2022 | $ 5 | $ 144 | $ (4,495,955) | $ (4,495,806) | |
Ending balance, shares at Jun. 30, 2022 | 50,000 | 1,437,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ (14,033) | $ 2,695,292 | $ (1,575,147) | $ (157,269) | $ 2,681,259 | $ (1,732,416) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Change in fair value of derivative warrant liabilities | (171,000) | 1,310,500 | (3,078,000) | 996,500 | |||
Financing costs - derivative warrant liabilities | 212,494 | ||||||
Income from investments held in Trust Account | (79,304) | (2,498) | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (35,519) | (314,081) | |||||
Accounts payable | 758,607 | 158,175 | |||||
Accrued expenses | (924,014) | ||||||
Accrued expenses - related party | 60,000 | ||||||
Due to related party | 47,300 | ||||||
Franchise tax payable | (52,330) | 84,026 | |||||
Net cash used in operating activities | (682,001) | (537,800) | |||||
Cash Flows from Investing Activities: | |||||||
Cash deposited in Trust Account | (287,500) | (58,075,000) | |||||
Net cash used in investing activities | (287,500) | (58,075,000) | |||||
Cash Flows from Financing Activities: | |||||||
Repayment of promissory note to related party | (40,510) | ||||||
Proceeds from promissory note to related party | 934,999 | ||||||
Proceeds received from initial public offering, gross | 57,500,000 | ||||||
Proceeds received from private placement | 2,800,000 | ||||||
Offering costs paid | (1,539,190) | ||||||
Net cash provided by financing activities | 934,999 | 58,720,300 | |||||
Net change in cash | (34,502) | 107,500 | |||||
Cash - beginning of the period | $ 41,574 | $ 2,966 | 41,574 | 2,966 | $ 2,966 | ||
Cash - end of the period | $ 7,072 | $ 110,466 | 7,072 | 110,466 | $ 41,574 | ||
Supplemental disclosure of noncash activities: | |||||||
Remeasurement of Class A ordinary shares to redemption value | 287,500 | ||||||
Reversal of offering costs included in accrued expenses in prior year | (61,147) | ||||||
Reclass of deferred offering costs associated with initial public offering to additional paid-in capital | (159,029) | ||||||
Offering costs included in accrued expenses | 70,000 | ||||||
Issuance of Representative’s Shares at the fair value of offering costs | 5 | ||||||
Deferred underwriting commissions in connection with the initial public offering | $ 2,012,500 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations FoxWayne Enterprises Acquisition Corp. (the “Company” and “FoxWayne”) is a blank check company incorporated in Delaware on September 17, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from September 17, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) 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 its investments held in the trust account from the proceeds of its Initial Public Offering. The Company’s sponsor is FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company consummated its Initial Public Offering of 5,750,000 750,000 10.00 57.5 4.2 2.0 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,800,000 1.00 2.8 Upon the closing of the Initial Public Offering and the Private Placement, approximately $ 58.1 10.10 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the 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. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ 10.10 5,000,001 The Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% Effective as of April 15, 2022, the Board of Directors of the Company approved an extension of the time to consummate a Business Combination by an additional three-month period from April 22, 2022 to July 22, 2022, and a loan in the amount of $ 150,000 143,750 0.025 In the Amended and Restated Certificate of Incorporation (as amended), if a Business Combination has not been consummated within 18 months from the closing of the Initial Public Offering, or July 22, 2022, or thereafter within 18 months from the closing of the Initial Public Offering, or October 22, 2022 (the “Extended Date”), or thereafter within 24 months from the closing of the Initial Public Offering, or January 22, 2023 (the “Additional Extension Date”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 50,000 On July 12, 2022, at the special meeting of stockholder to approve an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”), stockholders elected to redeem 4,406,322 shares of Common Stock, which represents approximately 77% of the shares that were part of the units that were sold in the Company’s initial public offering. 13.6 1,343,678 FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On July 12, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to (i) extend the date by which the Company has to consummate a Business Combination for three months, from July 22, 2022 (the “Original Termination Date”) to October 22, 2022 (the “Extended Date”), and (ii) allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination for three months after the Extended Date, for a total of up to six months after the Original Termination Date. At the Company’s Annual Meeting on July 12, 2022, the Company’s stockholders (i) approved the proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation to (A) extend the date by which the Company has to consummate a Business Combination for three months from the Original Termination Date to the Extended Date and (B) allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination for three months after the Extended Date, for a total of up to six months after the Original Termination Date. In connection with the Amendment, the Company has agreed that it will deposit (each deposit being referred to herein as a “Deposit”) into the trust account up to $ 71,875 0.0125 The amount of the Deposits will not bear interest and will be repayable by the Company its The Company’s the Effective as of July 20, 2022, the Board of Directors of the Company approved an extension of the time to consummate a Business Combination by an additional three-month period from July 22, 2022 to October 22, 2022. In connection with the extension, the Company funded a cash contribution to the Trust Account in the amount of $ 16,796 0.0125 If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 50,000 The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Liquidity and Going Concern Consideration As of June 30, 2022, the Company had cash of approximately $ 7,000 2.1 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 42,125 1,615 40,510 1.0 0.1 In connection with the Amendment, the Company has agreed that it will deposit (each deposit being referred to herein as a “Deposit”) into the trust account up to $ 71,875 (or $ 0.0125 for each public share that is not redeemed) for each of the Extended Date and the Additional Extension Date, if needed by the Company to complete an initial business combination (the “Additional Contributions”). The amount of the Deposits will not bear interest and will be repayable by the Company to its Sponsor or its designees upon consummation of an initial Business Combination. The Company’s Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and the Additional Extension Date and if the Effective as of July 20, 2022, the Board of Directors of the Company approved an extension of the time to consummate a Business Combination by an additional three-month period from July 22, 2022 to October 22, 2022. In connection with the extension, the Company funded a cash contribution to the Trust Account in the amount of $ 16,796 0.0125 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Although management intends to diligently work towards identifying a target to consummate a Business Combination within the Combination Period, no assurance can be provided that management will be successful in identifying a target and/or consummating a Business Combination within the Combination Period. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. Management cannot provide any assurance that new financing will be available to on commercially acceptable terms, if at all. Further, management’s plans to raise capital and to consummate its initial business combination may not be successful. These liquidity conditions and the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern, until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, October 22, 2022 (or January 22, 2023, if further extended). These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited consolidated financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ deficit and net (loss) income for the period. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 an emerging growth 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 an 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. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the condensed consolidated balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model, and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock are charged against their carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classified deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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 June 30, 2022 and December 31, 2021, 5,750,000 Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount. Subsequent changes result from Extension Payments deposited in the Trust Account. The changes in the carrying value of the common stock , . Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 8,550,000 The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Schedule of Basic and Diluted Earning Per Common Share For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (11,246 ) $ (2,787 ) $ (1,262,294 ) $ (312,853 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,800,000 1,437,500 Basic and diluted net loss per common stock $ (0.00 ) $ (0.00 ) $ (0.22 ) $ (0.22 ) FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net income (loss) $ 2,148,712 $ 532,547 $ (1,357,553 ) $ (374,863 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,127,072 1,415,746 Basic and diluted net income (loss) per common stock $ 0.37 $ 0.37 $ (0.26 ) $ (0.26 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits and no amounts accrued for interest and penalties at each period. FASB 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 5,750,000 750,000 10.00 57.5 4.2 2.0 Each Unit consists of one share of Class A common stock and one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On October 15, 2020, the Sponsor purchased 1,437,500 0.0001 25,000 25,000 180,000 The Initial Stockholders agreed to forfeit up to 187,500 187,500 The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell (i) with respect to 50% of Founder Shares, for a period ending on the six-month anniversary of the date of the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, capital stock exchange 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. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,800,000 1.00 2.8 Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 30, 2020, affiliates of the Sponsor, including certain of the Company’s officers and directors, agreed to loan the Company an aggregate of up to $ 150,000 42,125 1,615 40,510 Beginning in September 2021, the Company issued promissory notes to affiliates of the Sponsor, including certain of the Company’s officers and directors, to provide the Company with additional working capital or to fund Extension Payments prior to the Company completing its initial Business Combination. 1,034,999 100,000 FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $ 1.5 1.00 no Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $ 10,000 30,000 60,000 180,000 120,000 The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee of the Company’s Board of Directors will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. Due to Related Party Due to related party consists of amounts due from the Company to Sponsor primarily for administrative services and including advances from an officer of the Company. As of June 30, 2022 and December 31, 2021, the Company had amounts of approximately $ 180,000 133,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 750,000 The underwriters were entitled to an underwriting discount of $ 0.20 1.2 0.35 2.0 The Company issued EF Hutton (formerly Kingswood Capital Markets), division of Benchmark Investments, Inc. (“EF Hutton”), the Representative of the underwriters (the “Representative”), and/or its designees, 50,000 50,000 500,000 Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed consolidated financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6 - Derivative Warrant Liabilities As of June 30, 2022 and December 31, 2021, the Company has an aggregate of 8,550,000 5,750,000 2,800,000 Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The warrants have an exercise price of $ 11.50 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 the initial Business Combination at an issue price or effective issue price of less than $ 9.20 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Class Common Stock Subject To Possible Redemption | |
Class A Common Stock Subject to Possible Redemption | Note 7 - Class A Common Stock Subject to Possible Redemption 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 the occurrence of future events. The Company is authorized to issue 50,000,000 0.0001 5,800,000 5,750,000 The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Schedule of Redemption of Condensed Balance Sheet Gross proceeds received from Initial Public Offering $ 57,500,000 Less: Fair value of Public Warrants at issuance (3,105,000 ) Class A common stock issuance costs (3,998,225 ) Plus: Accretion on Class A common stock to redemption value 7,678,225 Class A common stock subject to possible redemption, December 31, 2021 $ 58,075,000 Accretion on Class A common stock to redemption value 287,500 Class A common stock subject to possible redemption, June 30, 2022 $ 58,362,500 |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 8 - Stockholders’ Deficit Preferred Stock 1,000,000 0.0001 no Class A Common Stock 50,000,000 0.0001 5,800,000 5,750,000 Class B Common Stock 2,000,000 0.0001 1,437,500 187,500 187,500 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. However, the holders of the Founder Shares have the right to elect all of the Company’s directors prior to the initial Business Combination. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Class B common stock will automatically convert into Class A common stock at the closing of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans or Extension Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Schedule of Fair Value Measurement of Financial Assets and Liabilities June 30, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,447,230 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 287,500 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ - $ 140,000 December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,080,426 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 2,357,500 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ - $ 1,148,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement, when the Public Warrants were separately listed and traded in February 2021. Level 1 assets include investments in money market funds that invest in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Subsequent to the Public Warrants being separately listed and traded, their value is based on their observable listed trading price, a Level 1 measurement. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model. The estimated fair value of the Private Placement Warrants and the Public Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The primary significant unobservable input used in the fair value measurement of the Company’s Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Schedule of Fair Value Input Measurements As of June 30, 2022 As of December 31, 2021 Option term (in years) 5.32 5.25 Volatility 7.60 % 8.00 % Risk-free interest rate 3.01 % 1.28 % Expected dividends 0.00 % 0.00 % Stock price $ 10.14 $ 9.94 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the six months ended June 30, 2022 and 2021, is summarized as follows: Schedule of Changes in Derivative Warrant Liabilities Derivative warrant liabilities at January 1, 2022 $ 1,148,000 Change in fair value of derivative warrant liabilities (952,000 ) Derivative warrant liabilities at March 31, 2022 $ 196,000 Change in fair value of derivative warrant liabilities (56,000 ) Derivative warrant liabilities at June 30, 2022 $ 140,000 Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 4,589,000 Transfer of Public Warrants to a Level 1 measurement (3,105,000 ) Change in fair value of derivative warrant liabilities (84,000 ) Derivative warrant liabilities at March 31, 2021 $ 1,400,000 Change in fair value of derivative warrant liabilities 448,000 Derivative warrant liabilities at June 30, 2021 $ 1,848,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed consolidated financial statements were available to be issued. Based upon this review the Company did not identify any subsequent events other than noted above, that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On July 12, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to (i) extend the date by which the Company has to consummate a Business Combination for three months, from July 22, 2022 (the “Original Termination Date”) to October 22, 2022 (the “Extended Date”), and (ii) allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination for three months after the Extended Date, for a total of up to six months after the Original Termination Date. At the Company’s Annual Meeting on July 12, 2022, the Company’s stockholders (i) approved the proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation to (A) extend the date by which the Company has to consummate a Business Combination for three months from the Original Termination Date to the Extended Date and (B) allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination for three months after the Extended Date, for a total of up to six months after the Original Termination Date. On July 20, 2022, stockholders holding 4,406,322 shares of the Company’s exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. On July 20, 2022, the Company’s Board of Directors approved the extension (the “Extension”) of the time for the Company to consummate a business combination by an additional three-month period from July 22, 2022 to October 22, 2022 pursuant to the Company’s Second Amended and Restated Certificate of Incorporation. In connection with the Extension, the Company funded a cash contribution to the Trust Account in the amount of $ 16,796 0.0125 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited consolidated financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ deficit and net (loss) income for the period. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
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 an emerging growth 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 an 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. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | 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 had no |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Deposit Insurance Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the condensed consolidated balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model, and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock are charged against their carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classified deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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 June 30, 2022 and December 31, 2021, 5,750,000 Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount. Subsequent changes result from Extension Payments deposited in the Trust Account. The changes in the carrying value of the common stock , . |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 8,550,000 The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Schedule of Basic and Diluted Earning Per Common Share For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (11,246 ) $ (2,787 ) $ (1,262,294 ) $ (312,853 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,800,000 1,437,500 Basic and diluted net loss per common stock $ (0.00 ) $ (0.00 ) $ (0.22 ) $ (0.22 ) FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net income (loss) $ 2,148,712 $ 532,547 $ (1,357,553 ) $ (374,863 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,127,072 1,415,746 Basic and diluted net income (loss) per common stock $ 0.37 $ 0.37 $ (0.26 ) $ (0.26 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits and no amounts accrued for interest and penalties at each period. FASB 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Earning Per Common Share | The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Schedule of Basic and Diluted Earning Per Common Share For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (11,246 ) $ (2,787 ) $ (1,262,294 ) $ (312,853 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,800,000 1,437,500 Basic and diluted net loss per common stock $ (0.00 ) $ (0.00 ) $ (0.22 ) $ (0.22 ) FOXWAYNE ENTERPRISES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net income (loss) $ 2,148,712 $ 532,547 $ (1,357,553 ) $ (374,863 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,127,072 1,415,746 Basic and diluted net income (loss) per common stock $ 0.37 $ 0.37 $ (0.26 ) $ (0.26 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Class Common Stock Subject To Possible Redemption | |
Schedule of Redemption of Condensed Balance Sheet | The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Schedule of Redemption of Condensed Balance Sheet Gross proceeds received from Initial Public Offering $ 57,500,000 Less: Fair value of Public Warrants at issuance (3,105,000 ) Class A common stock issuance costs (3,998,225 ) Plus: Accretion on Class A common stock to redemption value 7,678,225 Class A common stock subject to possible redemption, December 31, 2021 $ 58,075,000 Accretion on Class A common stock to redemption value 287,500 Class A common stock subject to possible redemption, June 30, 2022 $ 58,362,500 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement of Financial Assets and Liabilities | The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Schedule of Fair Value Measurement of Financial Assets and Liabilities June 30, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,447,230 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 287,500 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ - $ 140,000 December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,080,426 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 2,357,500 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ - $ 1,148,000 |
Schedule of Fair Value Input Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Schedule of Fair Value Input Measurements As of June 30, 2022 As of December 31, 2021 Option term (in years) 5.32 5.25 Volatility 7.60 % 8.00 % Risk-free interest rate 3.01 % 1.28 % Expected dividends 0.00 % 0.00 % Stock price $ 10.14 $ 9.94 |
Schedule of Changes in Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the six months ended June 30, 2022 and 2021, is summarized as follows: Schedule of Changes in Derivative Warrant Liabilities Derivative warrant liabilities at January 1, 2022 $ 1,148,000 Change in fair value of derivative warrant liabilities (952,000 ) Derivative warrant liabilities at March 31, 2022 $ 196,000 Change in fair value of derivative warrant liabilities (56,000 ) Derivative warrant liabilities at June 30, 2022 $ 140,000 Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 4,589,000 Transfer of Public Warrants to a Level 1 measurement (3,105,000 ) Change in fair value of derivative warrant liabilities (84,000 ) Derivative warrant liabilities at March 31, 2021 $ 1,400,000 Change in fair value of derivative warrant liabilities 448,000 Derivative warrant liabilities at June 30, 2021 $ 1,848,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 6 Months Ended | |||||||||
Apr. 15, 2022 | Jan. 26, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 20, 2022 | Jul. 12, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from offering | $ 57,500,000 | |||||||||
Warrants price per share | $ 11.50 | |||||||||
Obligation percentage | 100% | |||||||||
Cash | $ 7,000 | |||||||||
Stockholders' equity description | On July 12, 2022, at the special meeting of stockholder to approve an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”), stockholders elected to redeem 4,406,322 shares of Common Stock, which represents approximately 77% of the shares that were part of the units that were sold in the Company’s initial public offering. | |||||||||
Assets held in trust account | $ 58,447,230 | $ 13,600,000 | $ 58,080,426 | |||||||
Common stock, shares issued | 1,343,678 | |||||||||
Common stock, shares outstanding | 1,343,678 | |||||||||
Deposit in trust account | $ 71,875 | $ 71,875 | ||||||||
Share price | $ 0.0125 | $ 0.0125 | ||||||||
Publich shares price description | 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 only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||||||||
Working capital deficit | $ 2,100,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Share price | $ 0.0125 | |||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Dissolution expenses | $ 50,000 | |||||||||
Public Stockholders [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Share price | $ 10.10 | |||||||||
Intangible assets net excluding goodwill | $ 5,000,001 | |||||||||
Redeeming aggregate shares percentage | 15% | |||||||||
Sponsor [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Share price | $ 0.025 | |||||||||
Payments for loans | $ 150,000 | |||||||||
Cash | $ 143,750 | |||||||||
Board of Directors [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Assets held in trust account | $ 16,796 | |||||||||
Share price | $ 0.0125 | |||||||||
Board of Directors [Member] | Subsequent Event [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Deposit in trust account | $ 16,796 | |||||||||
Share price | $ 0.0125 | |||||||||
Officers and Directors [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Face amount | $ 1,000,000 | $ 100,000 | ||||||||
IPO [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Issuance of shares | 5,750,000 | |||||||||
Proceeds from offering | $ 57,500,000 | |||||||||
Deferred Offering Costs | 4,200,000 | |||||||||
Deferred underwriting commissions | $ 2,000,000 | |||||||||
Payments for initial public offering | 25,000 | |||||||||
Proceeds from loan | $ 42,125 | |||||||||
Repayment of note | $ 40,510 | $ 1,615 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Issuance of shares | 750,000 | |||||||||
Share price | $ 10 | |||||||||
Private Placement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Class of warrant or right, outstanding | 2,800,000 | 2,800,000 | ||||||||
Warrants price per share | $ 1 | $ 1 | ||||||||
Proceeds from issuance of warrants | $ 2,800,000 | $ 2,800,000 | ||||||||
IPO and Private Placement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Share price | $ 10.10 | |||||||||
Proceeds from offering | $ 58,100,000 | |||||||||
Aggregate fair market value description | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the 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. |
Schedule of Basic and Diluted E
Schedule of Basic and Diluted Earning Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common Class A [Member] | ||||
Allocation of net income (loss) | $ (11,246) | $ (1,262,294) | $ 2,148,712 | $ (1,357,553) |
Basic and diluted weighted average common stock outstanding | 5,800,000 | 5,800,000 | 5,800,000 | 5,127,072 |
Basic and diluted net income (loss) per common stock | $ 0 | $ (0.22) | $ 0.37 | $ (0.26) |
Common Class B [Member] | ||||
Allocation of net income (loss) | $ (2,787) | $ (312,853) | $ 532,547 | $ (374,863) |
Basic and diluted weighted average common stock outstanding | 1,437,500 | 1,437,500 | 1,437,500 | 1,415,746 |
Basic and diluted net income (loss) per common stock | $ 0 | $ (0.22) | $ 0.37 | $ (0.26) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 |
Federal depository insurance coverage limit | $ 250,000 | |
Private Placement [Member] | ||
Diluted shares | 8,550,000 | |
Common Class A [Member] | ||
Redemption shares in temporary equity | 5,750,000 | 5,750,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 22, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from offering | $ 57,500,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period | 5,750,000 | ||
Proceeds from offering | $ 57,500,000 | ||
Offering costs | 4,200,000 | ||
Deferred underwriting commissions | $ 2,000,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period | 750,000 | ||
Price per share | $ 10 | ||
Public Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jan. 26, 2021 | Jan. 22, 2021 | Oct. 15, 2020 | Oct. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Price per share | $ 11.50 | $ 11.50 | |||||||||
General and administrative expenses related party | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | |||||||
Due to related party | 180,000 | 180,000 | $ 133,000 | ||||||||
Administrative Service Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payment for office space, utilities and secretarial and administrative services | 10,000 | ||||||||||
General and administrative expenses related party | 30,000 | $ 30,000 | 60,000 | $ 60,000 | |||||||
Due to related party | 180,000 | 180,000 | 120,000 | ||||||||
Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | 0 | 0 | 0 | ||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||||||||
Additional warrant price per share | $ 1 | $ 1 | |||||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 750,000 | ||||||||||
Share price | $ 10 | ||||||||||
Over-Allotment Option [Member] | Underwriters [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 187,500 | ||||||||||
Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants outstanding | 2,800,000 | 2,800,000 | |||||||||
Price per share | $ 1 | $ 1 | |||||||||
Proceeds from exercise of warrants | $ 2,800,000 | $ 2,800,000 | |||||||||
Public Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 11.50 | $ 11.50 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | $ 1,034,999 | $ 1,034,999 | $ 100,000 | $ 150,000 | |||||||
Borrowed amount | $ 42,125 | ||||||||||
Repayments of debt | $ 40,510 | $ 1,615 | |||||||||
Founder Shares [Member] | Messrs. Reavey [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 25,000 | ||||||||||
Founder Shares [Member] | Messrs. Pavell [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 25,000 | ||||||||||
Founder Shares [Member] | Messrs. Zippin [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 25,000 | ||||||||||
Founder Shares [Member] | Messrs. Agrawal [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 25,000 | ||||||||||
Founder Shares [Member] | Initial Stockholders [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 180,000 | ||||||||||
Over allotments description | The Initial Stockholders agreed to forfeit up to 187,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Representative’s Shares, as defined in Note 5). | ||||||||||
Number of shares forfeited | 187,500 | ||||||||||
Founder shares, description | The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell (i) with respect to 50% of Founder Shares, for a period ending on the six-month anniversary of the date of the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, capital stock exchange 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. | ||||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares forfeited | 187,500 | 187,500 | 187,500 | ||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of common stock | 1,437,500 | ||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Number of share issuance value of common stock | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Underwriting Agreement [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Underwriting agreement, description | The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on January 22, 2021. |
Stock option granted | shares | 750,000 |
Underwriting discount, per unit | $ / shares | $ 0.20 |
Underwriting discount, amount | $ 1,200,000 |
Deferred fee, per unit | $ / shares | $ 0.35 |
Deferred fee, amount | $ 2,000,000 |
Kingswood-Representative [Member] | Common Class A [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares of common stock | shares | 50,000 |
Number of shares of common stock, value | $ 500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Warrants and outstanding, shares | 8,550,000 | 8,550,000 |
Warrants exercise price | $ 11.50 | |
Private placement warrants, 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |
Warrant exercisable price per share | $ 0.01 | |
Reedeemable warrant description | if, and only if, the last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of price per share | $ 9.20 | |
Public Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants and outstanding, shares | 5,750,000 | 5,750,000 |
Issuance of price per share | $ 11.50 | |
Private Placement Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants and outstanding, shares | 2,800,000 | 2,800,000 |
Schedule of Redemption of Conde
Schedule of Redemption of Condensed Balance Sheet (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Gross proceeds received from Initial Public Offering | $ 57,500,000 | ||
Common Class A [Member] | |||
Gross proceeds received from Initial Public Offering | $ 57,500,000 | ||
Fair value of Public Warrants at issuance | (3,105,000) | ||
Class A common stock issuance costs | (3,998,225) | ||
Accretion on Class A ordinary shares to redemption value | 287,500 | 7,678,225 | |
Class A common stock subject to possible redemption | $ 58,362,500 | $ 58,075,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details Narrative) - $ / shares | Jul. 12, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, shares outstanding | 1,343,678 | ||
Common Class A [Member] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 5,800,000 | 5,800,000 | |
Redemption of shares | 5,750,000 | 5,750,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jan. 22, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 12, 2022 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares issued | 1,343,678 | |||
Common stock, shares outstanding | 1,343,678 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 5,800,000 | 5,800,000 | ||
Common stock, shares outstanding | 5,800,000 | 5,800,000 | ||
Common stock share redemption | 5,750,000 | 5,750,000 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 2,000,000 | 2,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 1,437,500 | 1,437,500 | ||
Common stock, shares outstanding | 1,437,500 | 1,437,500 | ||
Number of stock options forfeiture, during period | 187,500 | 187,500 | 187,500 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 58,447,230 | $ 58,080,426 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities - Private placement warrants | ||
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities - Private placement warrants | 287,500 | 2,357,500 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | ||
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities - Private placement warrants | ||
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities - Private placement warrants | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities - Private placement warrants | 140,000 | 1,148,000 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities - Private placement warrants |
Schedule of Fair Value Input Me
Schedule of Fair Value Input Measurements (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input, term | 5 years 3 months 25 days | 5 years 3 months |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | 7.60 | 8 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | 3.01 | 1.28 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | 0 | 0 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | 10.14 | 9.94 |
Schedule of Changes in Derivati
Schedule of Changes in Derivative Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Transfer of Public Warrants to a Level 1 measurement | $ 196,000 | $ 1,148,000 | $ 1,400,000 | |
Transfer of Public Warrants to a Level 1 measurement | (56,000) | (952,000) | 448,000 | (84,000) |
Transfer of Public Warrants to a Level 1 measurement | $ 140,000 | $ 196,000 | $ 1,848,000 | 1,400,000 |
Transfer of Public Warrants to a Level 1 measurement | 4,589,000 | |||
Transfer of Public Warrants to a Level 1 measurement | $ (3,105,000) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 20, 2022 | Jun. 30, 2022 |
Common Class A [Member] | ||
Subsequent Event [Line Items] | ||
Share price | $ 9.20 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Deposits | $ 16,796 | |
Share price | $ 0.0125 | |
Subsequent Event [Member] | Common Class A [Member] | ||
Subsequent Event [Line Items] | ||
Number of redeem shares of common stock | 4,406,322 |