Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-40055 | |
Entity Registrant Name | BITE ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3307316 | |
Entity Address, Address Line One | 30 West Street, No. 28F | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | 212 | |
Local Phone Number | 608-2923 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 25,640,000 | |
Entity Central Index Key | 0001831270 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock, par value $0.0001 per share and one-half of one warrant | |
Trading Symbol | BITE.U | |
Security Exchange Name | NYSE | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | BITE | |
Security Exchange Name | NYSE | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | |
Trading Symbol | BITE WS | |
Security Exchange Name | NYSE |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 40,101 | $ 89,393 |
Prepaid expenses | 320,842 | 410,322 |
Total current assets | 360,943 | 499,715 |
Investment held in Trust Account | 200,024,272 | 200,011,361 |
Total Assets | 200,385,215 | 200,511,076 |
Current liabilities: | ||
Accrued offering costs and expenses | 171,208 | 270,485 |
Franchise tax payable | 50,000 | 128,085 |
Due to related party | 137,857 | 107,857 |
Convertible promissory note at fair value - related party | 301,014 | |
Total current liabilities | 660,079 | 506,427 |
Private warrant liability | 99,000 | 145,750 |
Total liabilities | 759,079 | 652,177 |
Commitments | ||
Common stock subject to possible redemption, 20,000,000 shares at March 31, 2022 and December 31, 2021 redemption value | 200,000,000 | 200,000,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,640,000 shares issued and outstanding at both March 31, 2022 and December 31, 2021 (excluding 20,000,000 shares subject to possible redemption) | 564 | 564 |
Additional paid-in capital | 5,269,208 | 5,269,208 |
Accumulated deficit | (5,643,636) | (5,410,873) |
Total stockholders' deficit | (373,864) | (141,101) |
Total Liabilities and Stockholders' Deficit | $ 200,385,215 | $ 200,511,076 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 5,640,000 | 5,640,000 |
Common shares, shares outstanding | 5,640,000 | 5,640,000 |
Common shares subject to redemption | ||
Temporary equity, shares outstanding | 20,000,000 | 20,000,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Formation costs | $ 276,410 | $ 135,935 |
Franchise tax | 50,000 | |
Loss from operations | (326,410) | (135,935) |
Other income/(expenses) | ||
Investment income from Trust | 12,911 | 1,334 |
Change in fair value of private warrants | 46,750 | (5,500) |
Change in fair value of convertible promissory notes | 33,986 | |
Total other income | 93,647 | (4,166) |
Net loss | $ (232,763) | $ (140,101) |
Number of shares outstanding (basic) | 5,640,000 | 4,866,348 |
Number of shares outstanding (diluted) | 5,640,000 | 4,866,348 |
Net income(loss) per Common Stock (Basic) | $ (0.01) | $ (0.01) |
Net income(loss) per Common Stock (Diluted) | $ (0.01) | $ (0.01) |
Common shares subject to redemption | ||
Other income/(expenses) | ||
Number of shares outstanding (basic) | 20,000,000 | 9,213,483 |
Number of shares outstanding (diluted) | 20,000,000 | 9,213,483 |
Net income(loss) per Common Stock (Basic) | $ (0.01) | $ (0.01) |
Net income(loss) per Common Stock (Diluted) | $ (0.01) | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 503 | $ 24,497 | $ (802) | $ 24,198 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,031,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of 550,000 Private Placement units, including over-allotment, net of fair value of warrant liability | $ 55 | 5,244,195 | 0 | $ 5,244,250 |
Sale of 550,000 Private Placement units, including over-allotment, net of fair value of warrant liability (in shares) | 550,000 | 550,000 | ||
Shares forfeited due to partial exercise of over-allotment | $ (3) | 3 | 0 | $ 0 |
Shares forfeited due to partial exercise of over-allotment (in shares) | (31,250) | |||
Issuance of representative shares | $ 9 | 513 | 0 | 522 |
Issuance of representative shares (in shares) | 90,000 | |||
Accretion to shares subject to possible redemption | 0 | (4,611,738) | (4,611,738) | |
Net loss | 0 | (140,101) | (140,101) | |
Balance at the end at Mar. 31, 2021 | $ 564 | 5,269,208 | (4,752,641) | 517,131 |
Balance at the end (in shares) at Mar. 31, 2021 | 5,640,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 564 | 5,269,208 | (5,410,873) | (141,101) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,640,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (232,763) | (232,763) | ||
Balance at the end at Mar. 31, 2022 | $ 564 | $ 5,269,208 | $ (5,643,636) | $ (373,864) |
Balance at the end (in shares) at Mar. 31, 2022 | 5,640,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | |
Sale of 550,000 Private Placement units, including over-allotment, net of fair value of warrant liability (in shares) | 550,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (232,763) | $ (140,101) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on cash and investment held in Trust Account | (12,911) | (1,334) |
Change in fair value of warrants | (46,750) | 5,500 |
Change in fair value of convertible promissory notes | (33,986) | |
Changes in current assets and current liabilities: | ||
Prepaid assets | 89,480 | (677,788) |
Accounts payable and accrued expenses | (49,277) | 6,050 |
Franchise tax payable | (128,085) | |
Due to related party | 30,000 | 17,857 |
Net cash used in operating activities | (384,292) | (789,816) |
Cash Flows from Investing Activities: | ||
Investment held in Trust Account | (200,000,000) | |
Net cash used in investing activities | (200,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of underwriting discounts paid | 196,000,000 | |
Proceeds from private placement | 5,500,000 | |
Proceeds from promissory note to related party | 335,000 | 17,500 |
Repayment of promissory note to related party | (82,500) | |
Payments of offering costs | (434,513) | |
Net cash provided by financing activities | 335,000 | 201,000,487 |
Net Change in Cash | (49,292) | 210,671 |
Cash - Beginning of the period | 89,393 | 32,956 |
Cash - end of the period | $ 40,101 | 243,627 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Initial value of common stock subject to possible redemption | 195,666,930 | |
Change in value of common stock subject to possible redemption | (149,810) | |
Initial fair value of liability associated with Private Warrants | 255,750 | |
Accretion to shares subject to possible redemption | $ 4,611,738 |
Organization, Business Operatio
Organization, Business Operations and Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Business Operations and Going Concern | |
Organization, Business Operations and Going Concern | Note 1 - Organization, Business Operations and Going Concern Bite Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on September 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the business combination. The Company has selected December 31 as its fiscal year end. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from September 29, 2020 (inception) through March 31, 2022 relates to the Company's formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 2. Simultaneously with the closing of the IPO the Company consummated the private placement (the “Private Placement”) of an aggregate of 500,000 units (the “Private Units”) at a price of $10.00 per Private Unit, to the Sponsor and EarlyBirdCapital, Inc., generating total gross proceeds of $5,000,000. Transaction costs of the IPO amounted to $4,611,738 consisting of $3,500,000 of underwriting discount and $611,738 of other cash offering costs. In addition, on February 17, 2021, $1,159,210 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Trust Account Following the closing of the IPO, on February 17, 2021, $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was held in a Trust Account (“Trust Account”), and may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000. Upon closing of the IPO, the Private Placement, and the sale of the Units, in connection with the underwriters’ partial exercise of their over-allotment, a total of $200,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest to occur of the completion of the Company’s initial business combination or the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will cease all operations except for the purpose of winding up, redeem 100% of 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, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any private shares and any public shares held by them in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, any private shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 per 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 prospective target business who 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 IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of March 31, 2022, the Company had $40,101 in its operating bank account and working capital deficit of $299,136. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. As such, the Company fully paid certain outstanding offering costs and the then outstanding amounts under a promissory note to the Sponsor. The Sponsor will provide all necessary financial support through Working Capital Loans, equity financing, or a combination thereof, to enable the Company to meet its financial obligations as they become due through twelve months from the date the financial statements are issued. The agreement with the Sponsor will be available to the Company until the earlier of the consummation by the Company of an initial business combination or The Company’s liquidation. If the Company does not complete a business combination, the Working Capital Loans will be forgiven. As of March 31, 2022, the Company received advances of $335,000 under the Working Capital Loan which was memorialized through a convertible promissory note in February 2022 (see Note 5). Additionally, the Company has engaged EarlyBirdCapital as an advisor in connection with its business combination to assist it in holding meetings with its stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the initial business combination, assist it in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination (see Note 6). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Cash Held in Trust Account At March 31, 2022, the assets held in the Trust Account were held in cash. At March 31, 2022, the Company had approximately $200 million in cash held in the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including 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, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The common stock subject to possible redemption reflected on the balance sheet is reconciled as follows: Gross proceeds $ 200,000,000 Less: Common stock issuance costs (4,611,738) Plus: Accretion of the carrying value to redemption value 4,611,738 Common stock subject to possible redemption $ 200,000,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 31, 2022, cash offering costs in the aggregate of $4,611,738 have been charged to stockholders’ equity (consisting of $4,000,000 of underwriting discount and $611,738 of other cash offering costs). The Company also issued 90,000 representative shares in connection with the offering (see Note 5). Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. 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 include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) 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. Convertible promissory note The Company has elected the fair value option to account for its non-interest bearing promissory note to the Sponsor with a principal value not to exceed $350,000 (“Convertible Note”) which is fully described in Note 5. As a result of applying the fair value option, the Convertible Note is recorded at its initial fair value at issuance, and at each balance sheet date thereafter. Subsequent changes in fair value are recorded as change in the fair value of convertible promissory note on the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. 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 ASC 815-15. 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 Company accounts for its 275,000 common stock warrants issued in connection with its Private Placement as derivative warrant liabilities in accordance with ASC 815-40. 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 statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 10,275,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net loss per common stock, basic and diluted, for redeemable Common Stock is calculated by dividing the its proportional amount of net loss, by the weighted average number of redeemable Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable and Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Common Stock, by the weighted average number of non-redeemable and Common Stock outstanding for the periods. Non-redeemable Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. Three Months Ended March 31, 2022 2021 Common stock subject to possible redemption Numerator: Net loss allocable to common stock subject to possible redemption $ (181,562) $ (91,679) Denominator: Weighted average redeemable common stock Redeemable common stock, basic and diluted 20,000,000 9,213,483 Basic and diluted net income per share, redeemable common stock $ (0.01) $ (0.01) Non-Redeemable Common Stock Numerator: Net loss minus redeemable net earnings Net loss $ (232,763) $ (140,101) Less: redeemable net loss 181,562 91,679 Non-redeemable net loss $ (51,201) $ (48,422) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, common stock 5,640,000 4,866,348 Basic and diluted net loss per share, common stock $ (0.01) $ (0.01) Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On February 17, 2021, the Company sold 17,500,000 Units pursuant the IPO, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial business combination and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation. Public Warrants The Company has outstanding warrants to purchase an aggregate of 10,000,000 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the underwriters’ partial exercise of their over-allotment option). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its 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 our common stock during the 20 The warrants will become exercisable 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the 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 commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant-holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holders that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), the underwriters of the IPO, purchased an aggregate of 500,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,000,000. Each private unit consists of one share of common stock and one On February 25, 2021, simultaneously with the closing of the over-allotment the Company consummated the private placement (the “Private Placement”) of an aggregate of 50,000 units (the “Private Units”) at a price of $10.00 per Private Unit, to the Sponsor and EarlyBirdCapital, generating total gross proceeds of $500,000. Each Private Unit will be identical to the Units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the private shares or private warrants, which will expire worthless if the Company does not consummate a business combination within the Combination Period. The Sponsor has agreed to waive redemption rights with respect to the private shares (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the Company’s obligations with respect to conversion rights as described in this prospectus or with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) if the Company fails to consummate a business combination within Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the initial stockholders will be entitled to redemption rights with respect to any public shares held by them if the Company fails to consummate a business combination or liquidate within the Combination Period. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On October 30, 2020, the Sponsor purchased 4,312,500 shares of common stock for an aggregate purchase price of $25,000, or approximately $0.0058 per share. On February 11, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 718,750 shares with respect to the common stock, resulting in the initial stockholders holding 5,031,250 shares of common stock. All shares and associated amounts have been retroactively restated to reflect the stock dividend. Up to 656,250 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 25, 2021, the underwriters exercised the over-allotment option in part, of the 656,250 Founder Shares subject to forfeiture, 31,250 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial business combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial business combination, or earlier, in either case, if, subsequent to the initial business combination, the Company consummates a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due to Related Party As of March 31, 2022 and December 31, 2021, the amount due to related party is $137,857 and $107,857 which represents the aggregate accruals of administrative service fee from February 12, 2021 to December 31, 2021 and from January 1, 2022 to March 31, 2022. Related Party Loans In order to finance transaction costs in connection with an intended initial 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, provide non-interest bearing loans to the Company as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Units at a price of $10.00 per Unit at the option of the lender. The Units would be identical to the Private Units. Convertible Promissory Note – The Company has elected the fair value option to account for the Convertible Note. The Convertible Note was initially recognized at fair value. Subsequent changes in fair value are recognized as “Changes in the fair value of convertible note” in the consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (see Note 7). Administrative Service Fee Commencing on February 16, 2021, the Company has agreed to pay an affiliate of the Sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s business combination or its liquidation, the Company will cease paying these monthly fees. As of March 31, 2022 and December 31, 2021, the Company accrued $137,857 and $107,857, respectively, for the administrative service fee. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders are entitled to make up to two demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option from the date of the prospectus to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. The underwriters were entitled to a cash underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $3,500,000. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Business Combination Marketing Agreement Additionally, the Company has engaged EarlyBirdCapital as an advisor in connection with our business combination to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with our initial business combination, assist us in obtaining stockholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial business combination in an amount up to 3.5% of the gross proceeds of this offering (exclusive of any applicable finders’ fees which might become payable). Representative Shares On February 17, 2021, the Company issued to designees of EarlyBirdCapital 90,000 shares of common stock (the “representative shares”). The Company estimated the fair value of the stock to be $859,500 and was treated as underwriters’ compensation and charged directly to stockholders’ equity. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial business combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial business combination within the Combination Period. Furthermore, the Company may, in its sole discretion, force the forfeiture of 20,000 of the representative shares upon the consummation of the initial business combination. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following tables present information about the Company’s assets that are measured on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Investment Held in Trust Account March 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 200,024,272 — — December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 200,011,361 — — At March 31, 2022 and December 31, 2021, approximately $200 million of the balance in the Trust Account was held in a 100% U.S. Treasury Securities Money Market Fund. Warrant Liability The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each Private Warrant as a liability at its fair value determined by the Monte Carlo simulation model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The change in fair value of the private warrant liabilities is summarized as follows: Private warrant liabilities at February 17, 2021, as adjusted $ 255,750 Change in fair value of private warrant liabilities (110,000) Private warrant liabilities at December 31 2021 145,750 Change in fair value of private warrant liabilities (46,750) Private warrant liabilities at March 31, 2022 $ 99,000 The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing 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 based on historical volatility of select peer companies’ 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 to remain at zero. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2022. The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.79 $ 9.72 Volatility 5.0 % 10.0 % Expected life of the options to convert ( in years 5.5 5.5 Risk-free rate 2.42 % 1.31 % Dividend yield — % — % The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Description Level 3 2022 Liabilities: Warrant liabilities $ 99,000 $ 99,000 December 31, Description Level 3 2021 Liabilities: Warrant liabilities $ 145,750 $ 145,750 Convertible Note The Convertible Note will be remeasured at the end of each reporting period. The following table presents information about the Company’s Convertible Note, which is measured at fair value at March 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Description Level 3 2022 Liabilities: Convertible promissory note $ 301,014 $ 301,014 The following table provides quantitative information regarding Level 3 fair value measurements for the Convertible Note as of March 31, 2022: March 31, 2022 Conversion price $ 10.00 Share price $ 9.79 Volatility 5.40 % Expected life of the debt to convert ( in years 0.5 Risk-free rate 1.06 % |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 – Stockholders’ Equity Preferred Stock outstanding Common Stock - outstanding |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account At March 31, 2022, the assets held in the Trust Account were held in cash. At March 31, 2022, the Company had approximately $200 million in cash held in the Trust Account. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including 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, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The common stock subject to possible redemption reflected on the balance sheet is reconciled as follows: Gross proceeds $ 200,000,000 Less: Common stock issuance costs (4,611,738) Plus: Accretion of the carrying value to redemption value 4,611,738 Common stock subject to possible redemption $ 200,000,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 31, 2022, cash offering costs in the aggregate of $4,611,738 have been charged to stockholders’ equity (consisting of $4,000,000 of underwriting discount and $611,738 of other cash offering costs). The Company also issued 90,000 representative shares in connection with the offering (see Note 5). |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. 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 include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) 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. |
Convertible promissory note | Convertible promissory note The Company has elected the fair value option to account for its non-interest bearing promissory note to the Sponsor with a principal value not to exceed $350,000 (“Convertible Note”) which is fully described in Note 5. As a result of applying the fair value option, the Convertible Note is recorded at its initial fair value at issuance, and at each balance sheet date thereafter. Subsequent changes in fair value are recorded as change in the fair value of convertible promissory note on the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. |
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 ASC 815-15. 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 Company accounts for its 275,000 common stock warrants issued in connection with its Private Placement as derivative warrant liabilities in accordance with ASC 815-40. 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 statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 10,275,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net loss per common stock, basic and diluted, for redeemable Common Stock is calculated by dividing the its proportional amount of net loss, by the weighted average number of redeemable Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable and Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Common Stock, by the weighted average number of non-redeemable and Common Stock outstanding for the periods. Non-redeemable Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. Three Months Ended March 31, 2022 2021 Common stock subject to possible redemption Numerator: Net loss allocable to common stock subject to possible redemption $ (181,562) $ (91,679) Denominator: Weighted average redeemable common stock Redeemable common stock, basic and diluted 20,000,000 9,213,483 Basic and diluted net income per share, redeemable common stock $ (0.01) $ (0.01) Non-Redeemable Common Stock Numerator: Net loss minus redeemable net earnings Net loss $ (232,763) $ (140,101) Less: redeemable net loss 181,562 91,679 Non-redeemable net loss $ (51,201) $ (48,422) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, common stock 5,640,000 4,866,348 Basic and diluted net loss per share, common stock $ (0.01) $ (0.01) |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Schedule of common stock subject to possible redemption | The common stock subject to possible redemption reflected on the balance sheet is reconciled as follows: Gross proceeds $ 200,000,000 Less: Common stock issuance costs (4,611,738) Plus: Accretion of the carrying value to redemption value 4,611,738 Common stock subject to possible redemption $ 200,000,000 |
Schedule of reconciliation of net loss per common share | Three Months Ended March 31, 2022 2021 Common stock subject to possible redemption Numerator: Net loss allocable to common stock subject to possible redemption $ (181,562) $ (91,679) Denominator: Weighted average redeemable common stock Redeemable common stock, basic and diluted 20,000,000 9,213,483 Basic and diluted net income per share, redeemable common stock $ (0.01) $ (0.01) Non-Redeemable Common Stock Numerator: Net loss minus redeemable net earnings Net loss $ (232,763) $ (140,101) Less: redeemable net loss 181,562 91,679 Non-redeemable net loss $ (51,201) $ (48,422) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, common stock 5,640,000 4,866,348 Basic and diluted net loss per share, common stock $ (0.01) $ (0.01) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 200,024,272 — — Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 200,011,361 — — |
Schedule of change in the fair value of the private warrant liabilities | Private warrant liabilities at February 17, 2021, as adjusted $ 255,750 Change in fair value of private warrant liabilities (110,000) Private warrant liabilities at December 31 2021 145,750 Change in fair value of private warrant liabilities (46,750) Private warrant liabilities at March 31, 2022 $ 99,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.79 $ 9.72 Volatility 5.0 % 10.0 % Expected life of the options to convert ( in years 5.5 5.5 Risk-free rate 2.42 % 1.31 % Dividend yield — % — % |
Schedule of company's liabilities that are measured at fair value on a recurring basis | March 31, Description Level 3 2022 Liabilities: Warrant liabilities $ 99,000 $ 99,000 December 31, Description Level 3 2021 Liabilities: Warrant liabilities $ 145,750 $ 145,750 |
Promissory Note - Related Party | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | March 31, 2022 Conversion price $ 10.00 Share price $ 9.79 Volatility 5.40 % Expected life of the debt to convert ( in years 0.5 Risk-free rate 1.06 % |
Schedule of company's liabilities that are measured at fair value on a recurring basis | March 31, Description Level 3 2022 Liabilities: Convertible promissory note $ 301,014 $ 301,014 |
Organization, Business Operat_2
Organization, Business Operations and Going Concern (Details) | Feb. 25, 2021USD ($)$ / sharesshares | Feb. 17, 2021USD ($)$ / sharesshares | Sep. 29, 2020 | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued , price per share | $ / shares | $ 10 | $ 10 | ||||
Sale of Private Placement Warrants (in shares) | shares | 275,000 | |||||
Transaction Costs | $ 4,611,738 | $ 4,611,738 | ||||
Underwriting fees | 3,500,000 | 4,000,000 | ||||
Other offering costs | 611,738 | 611,738 | ||||
Operating bank account | 40,101 | $ 89,393 | ||||
Condition for future business combination number of businesses minimum | 1 | |||||
Payments for investment of cash in Trust Account | $ 200,000,000 | $ 200,000,000 | ||||
Payments of offering costs | 434,513 | |||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||
Due to related party | $ 137,857 | $ 107,857 | ||||
Cash Held Outside Trust Account | $ 1,159,210 | |||||
Working capital | 299,136 | |||||
Common stock issued to Sponsor, value | 522 | |||||
Proceeds from borrowing | $ 335,000 | $ 17,500 | ||||
Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 50,000 | |||||
Price of warrant | $ / shares | $ 10 | |||||
Public Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 10,000,000 | |||||
Price of warrant | $ / shares | $ 11.50 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 17,500,000 | |||||
Shares issued , price per share | $ / shares | $ 10 | |||||
Gross proceeds from sale of units | $ 175,000,000 | |||||
Share Price | $ / shares | $ 10 | |||||
Months to complete business combination | 24 months | |||||
IPO | Working capital loans warrant | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Due to related party | $ 335,000 | |||||
IPO | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds from sale of units | $ 5,000,000 | |||||
Sale of Private Placement Warrants (in shares) | shares | 500,000 | |||||
Private Placem | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Price of warrant | $ / shares | $ 10 | |||||
Private Placem | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 500,000 | |||||
Share Price | $ / shares | $ 10 | |||||
Proceeds from private placement | $ 500,000 | $ 5,000,000 | ||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 2,500,000 | 2,625,000 | ||||
Gross proceeds from sale of units | $ 25,000,000 | |||||
Gross proceeds | 25,000,000 | |||||
Underwriting fees | $ 500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Feb. 17, 2021 | |
Cash equivalents | $ 0 | $ 0 | |
Cash Equivalents Held In Trust Account | 200,000,000 | ||
Federal Depository Insurance Coverage | 250,000 | ||
Transaction Costs | 4,611,738 | $ 4,611,738 | |
Underwriting fees | 4,000,000 | 3,500,000 | |
Other offering costs | $ 611,738 | $ 611,738 | |
representative shares | 90,000 | ||
Unrecognized tax benefits | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Number of warrants issued | 275,000 | ||
Anti-dilutive securities attributable to warrants (in shares) | 10,275,000 | ||
Maximum borrowing capacity of related party promissory note | $ 350,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: Net loss allocable to common stock subject to possible redemption | ||
Net loss | $ (232,763) | $ (140,101) |
Denominator: Weighted average redeemable common stock | ||
Net income(loss) per Common Stock (Basic) | $ (0.01) | $ (0.01) |
Number of shares outstanding (basic) | 5,640,000 | 4,866,348 |
Net income(loss) per Common Stock (Diluted) | $ (0.01) | $ (0.01) |
Number of shares outstanding (diluted) | 5,640,000 | 4,866,348 |
Class A Common Stock Subject to Redemption | ||
Numerator: Net loss allocable to common stock subject to possible redemption | ||
Net loss allocable to common stock subject to possible redemption | $ (181,562) | $ (91,679) |
Denominator: Weighted average redeemable common stock | ||
Net income(loss) per Common Stock (Basic) | $ (0.01) | $ (0.01) |
Number of shares outstanding (basic) | 20,000,000 | 9,213,483 |
Net income(loss) per Common Stock (Diluted) | $ (0.01) | $ (0.01) |
Number of shares outstanding (diluted) | 20,000,000 | 9,213,483 |
Non Redeemable Common Stock [Member] | ||
Numerator: Net loss allocable to common stock subject to possible redemption | ||
Net loss | $ (232,763) | $ (140,101) |
Less: redeemable net loss | 181,562 | 91,679 |
Non-redeemable net loss | $ (51,201) | $ (48,422) |
Denominator: Weighted average redeemable common stock | ||
Net income(loss) per Common Stock (Basic) | $ (0.01) | $ (0.01) |
Number of shares outstanding (basic) | 5,640,000 | 4,866,348 |
Net income(loss) per Common Stock (Diluted) | $ (0.01) | $ (0.01) |
Number of shares outstanding (diluted) | 5,640,000 | 4,866,348 |
Significant Accounting Polici_6
Significant Accounting Policies - Common Stock Subject to Possible Redemption (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Gross proceeds | $ 200,000,000 | |
Less: Common stock issuance costs | (4,611,738) | |
Plus: Accretion of the carrying value to redemption value | 4,611,738 | |
Common stock subject to possible redemption | 200,000,000 | $ 200,000,000 |
Common shares subject to redemption | ||
Common stock subject to possible redemption | $ 200,000,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 25, 2021 | Feb. 17, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | $ 10 | |
Underwriting fees | $ 3,500,000 | $ 4,000,000 | |
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Redemption Period | 30 days | ||
Public Warrants expiration term | 5 years | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 17,500,000 | ||
Purchase price, per unit | $ 10 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Redemption Period | 30 days | ||
Public Warrants expiration term | 5 years | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 2,500,000 | 2,625,000 | |
Proceeds received from initial public offering, gross | $ 25,000,000 | ||
Underwriting fees | $ 500,000 |
Initial Public Offering - Warra
Initial Public Offering - Warrants (Details) | 3 Months Ended | |
Mar. 31, 2022D$ / sharesshares | Feb. 25, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | shares | 275,000 | |
Issue price per share | $ 9.20 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Stock price trigger for redemption of public warrants | $ 18 | |
Trading days for redemption of public warrants | D | 20 | |
Consecutive trading days for redemption of public warrants | D | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | shares | 50,000 | |
Price of warrants | $ 10 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | shares | 10,000,000 | |
Number of shares issuable per warrant | shares | 1 | |
Price of warrants | $ 11.50 | |
Issue price per share | $ 9.20 | |
Percentage of total equity related to new issuances which would trigger an adjustment in the exercise price of the warrant | 60.00% | |
Trading days determining volume weighted average price | 20 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |
Public Warrants expiration term | 5 years | |
Number of trading days on which fair market value of shares is reported | D | 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants | $ 18 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Feb. 25, 2021 | Feb. 17, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 275,000 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 50,000 | ||
Price of warrants | $ 10 | ||
EarlyBirdCapital | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 30,000 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
IPO | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 500,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrants | $ 10 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 500,000 | $ 5,000,000 | |
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Private Placement | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 470,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Feb. 25, 2021shares | Feb. 11, 2021shares | Oct. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2022D$ / shares | Mar. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |||||
Common stock issued to Sponsor, value | $ | $ 522 | ||||
Share dividend | 718,750 | ||||
Aggregate number of shares owned | 5,031,250 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued to Sponsor, shares | 4,312,500 | ||||
Common stock issued to Sponsor, value | $ | $ 25,000 | ||||
Share price | $ / shares | $ 0.0058 | ||||
Founder shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 656,250 | 656,250 | |||
Number of shares forfeited | 31,250 | ||||
Shares no longer subject to forfeiture | 625,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 16, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 20, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 350,000 | ||||
Proceeds from borrowing | 335,000 | $ 17,500 | |||
Amount due to related party | 137,857 | $ 107,857 | |||
Promissory Note - Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 350,000 | ||||
Outstanding balance of related party note | 335,000 | ||||
Price of warrant | $ 10 | ||||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Price of warrant | $ 10 | ||||
Administrative Service Fee | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Amount due to related party | $ 137,857 | $ 107,857 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Feb. 25, 2021USD ($)shares | Feb. 17, 2021USD ($)shares | Mar. 31, 2022USD ($)itemshares |
Loss Contingencies [Line Items] | |||
Maximum number of demands for registration of securities | item | 2 | ||
Underwriting option period | 45 days | ||
EarlyBirdCapital | Representative Shares | |||
Loss Contingencies [Line Items] | |||
Common stock issued to Sponsor, shares | shares | 90,000 | ||
Fair value of stock | $ | $ 859,500 | ||
Number of forfeiture of shares upon consummation of Business Combination | shares | 20,000 | ||
Business Combination Marketing Agreement | EarlyBirdCapital | |||
Loss Contingencies [Line Items] | |||
Service fee (in percent) | 3.50% | ||
Over-allotment option | |||
Loss Contingencies [Line Items] | |||
Number of units sold | shares | 2,500,000 | 2,625,000 | |
Underwriting cash discount (in percent) | 2.00% | ||
Proceeds from initial shareholder | $ | $ 25,000,000 | ||
Underwriter cash discount | $ | $ 500,000 | $ 3,500,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 200,024,272 | $ 200,011,361 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 99,000 | 145,750 |
Convertible promissory note | 301,014 | |
Trust account held in US treasury securities | 200,000,000 | |
Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 99,000 | 145,750 |
Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust Account | 200,024,272 | 200,011,361 |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Convertible promissory note | 301,014 | |
Level 3 | Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 99,000 | $ 145,750 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Private warrant liabilities at (inception) | $ 145,750 | $ 255,750 |
Change in fair value of private warrant liabilities | (46,750) | (110,000) |
Private warrant liabilities at end of period | $ 99,000 | $ 145,750 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Mar. 31, 2022Y$ / shares | Dec. 31, 2021Y |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory note, measurement input | $ / shares | 10 | |
Exercise price | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Share price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory note, measurement input | $ / shares | 9.79 | |
Share price | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.79 | 9.72 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory note, measurement input | 5.40 | |
Volatility | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 10 |
Expected life | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory note, measurement input | Y | 0.5 | |
Expected life | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 5.5 | 5.5 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible promissory note, measurement input | 1.06 | |
Risk-free rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 2.42 | 1.31 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Stockholders' Equity | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 5,640,000 | 5,640,000 |
Common shares, shares outstanding (in shares) | 5,640,000 | 5,640,000 |
Common shares subject to redemption | ||
Class of Stock [Line Items] | ||
Common stock subject to possible redemption, outstanding (in shares) | 20,000,000 | 20,000,000 |