Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | PROGRESS ACQUISITION CORP. | ||
Trading Symbol | PGRW | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 169,302,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001833213 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40027 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3303412 | ||
Entity Address, Address Line One | 50 Milk Street | ||
Entity Address, Address Line Two | 16th Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, Country | MA | ||
Entity Address, Postal Zip Code | 02109 | ||
City Area Code | (617) | ||
Local Phone Number | 401-2700 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | Houston, TX | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 17,400,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 4,312,500 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash | $ 111,312 | $ 560 | |
Prepaid expenses | 250,000 | ||
Deferred offering costs | 100,521 | ||
Total current assets | 361,312 | 101,081 | |
Prepaid expenses, non-current | 27,397 | ||
Marketable securities held in Trust Account | 172,512,282 | ||
Total Assets | 172,900,991 | 101,081 | |
Current liabilities: | |||
Accrued offering costs and expenses | 379,718 | 22,660 | |
Due to related party | 5,634 | ||
Promissory note - related party | 56,000 | ||
Total current liabilities | 385,352 | 78,660 | |
Warrant liability | 2,309,416 | ||
Deferred underwriting discount | 250,000 | ||
Total liabilities | 2,944,768 | 78,660 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, 17,250,000 shares and 0 shares at redemption value at December 31, 2021 and 2020, respectively | 172,512,282 | ||
Stockholders’ (Deficit) Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 150,000 shares and 150,000 shares issued and outstanding (excluding 17,250,000 shares and 0 shares subject to possible redemption) as of December 31, 2021 and 2020, respectively | 15 | 15 | [1] |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding as of December 31, 2021 and 2020 | 431 | 431 | [2] |
Additional paid-in capital | 24,554 | ||
Accumulated deficit | (2,556,505) | (2,579) | |
Total Stockholders’ (Deficit) Equity | (2,556,059) | 22,421 | |
Total Liabilities and Stockholders’ (Deficit) Equity | $ 172,900,991 | $ 101,081 | |
[1] | On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 150,000 representative shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and stock (see Note 7). | ||
[2] | Includes up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 4,312,500 founder shares outstanding and held by the Sponsor (up to 562,500 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option was not exercised in full). All shares and associated amounts have been retroactively restated to reflect the share surrender and stock split (see Notes 5 and 8). On February 22, 2021, as a result of the underwriters’ election to fully exercise of their over-allotment option (see Note 3), the 562,500 shares were no longer subject to forfeiture. |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Class A common stock subject to possible redemption | 17,250,000 | 0 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 150,000 | 150,000 |
Common stock, shares outstanding | 150,000 | 150,000 |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Formation and operating costs | $ 2,579 | $ 991,895 |
Loss from operations | (2,579) | (991,895) |
Trust interest income | 12,282 | |
Other expense relating to fair value exceeding amount paid for warrants | (1,318,351) | |
Unrealized loss on change in fair value of over-allotment option | (319,493) | |
Unrealized gain on change in fair value of warrants | 3,658,935 | |
Total other income | 2,033,373 | |
Net income (loss) | $ (2,579) | $ 1,041,478 |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption (in Shares) | 15,197,260 | |
Basic and diluted net income per share (in Dollars per share) | $ 0.05 | |
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 3,774,242 | 4,380,822 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0 | $ 0.05 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Sep. 22, 2020 | ||||||
Balance (in Shares) at Sep. 22, 2020 | ||||||
Class B common stock issued to Sponsor | 431 | 24,569 | $ 25,000 | |||
Class B common stock issued to Sponsor (in Shares) | [1] | 4,312,500 | ||||
Issuance of representative shares | $ 15 | (15) | ||||
Issuance of representative shares (in Shares) | [2] | 150,000 | ||||
Net income | (2,579) | (2,579) | ||||
Balance at Dec. 31, 2020 | $ 15 | 431 | 24,554 | (2,579) | $ 22,421 | |
Balance (in Shares) at Dec. 31, 2020 | 150,000 | 4,312,500 | ||||
Proceeds allocated to Public Warrants | 10,753,651 | $ 10,753,651 | ||||
Initial classification of over-allotment liability | (529,248) | (529,248) | ||||
Full exercise of over-allotment option | 848,741 | 848,741 | ||||
Offering costs allocated to Public Warrants | (244,820) | (244,820) | ||||
Remeasurement of Class A common stock to redemption value | (10,852,878) | (3,595,404) | (14,448,282) | |||
Net income | 1,041,478 | 1,041,478 | ||||
Balance at Dec. 31, 2021 | $ 15 | $ 431 | $ (2,556,505) | $ (2,556,059) | ||
Balance (in Shares) at Dec. 31, 2021 | 150,000 | 4,312,500 | ||||
[1] | Includes up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 4,312,500 founder shares outstanding and held by the Sponsor (up to 562,500 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option was not exercised in full). All shares and associated amounts have been retroactively restated to reflect the share surrender and stock split (see Notes 5 and 8). On February 22, 2021, as a result of the underwriters’ election to fully exercise of their over-allotment option (see Note 3), the 562,500 shares were no longer subject to forfeiture. | |||||
[2] | On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 150,000 representative shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and stock (see Note 7). |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from Operating Activities: | ||
Net income (loss) | $ (2,579) | $ 1,041,478 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Other expense relating to fair value exceeding amount paid for warrants | 1,318,351 | |
Unrealized gain on change in fair value of warrants | (3,658,935) | |
Unrealized loss on change in fair value of over-allotment option | 319,493 | |
Interest earned on marketable securities held in Trust Account | (12,282) | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (277,397) | |
Accrued offering costs and expenses | 1,701 | 457,579 |
Due to related party | 5,634 | |
Net cash used in operating activities | (878) | (806,079) |
Cash Flows from Investing Activities: | ||
Investment held in Trust Account | (172,500,000) | |
Net cash used in investing activities | (172,500,000) | |
Cash flows from Financing Activities: | ||
Proceeds from issuance of founder’s share | 25,000 | |
Proceeds from initial public offering, net of underwriters’ fee | 147,000,000 | |
Proceeds from over-allotment, net of underwriters’ fees | 22,300,000 | |
Proceeds from private placement | 4,650,000 | |
Proceeds from issuance of promissory note to related party | 56,000 | 85,700 |
Payment to promissory note to related party | (141,700) | |
Payment of deferred offering costs | (79,562) | (477,169) |
Net cash provided by financing activities | 1,438 | 173,416,831 |
Net change in cash | 560 | 110,752 |
Cash, beginning of the period | 560 | |
Cash, end of the period | 560 | 111,312 |
Supplemental disclosure of non-cash activities | ||
Deferred underwriting commissions charged to additional paid in capital | 250,000 | |
Remeasurement of Class A common stock to redemption value | 14,448,282 | |
Accrued deferred offering costs | 20,959 | |
Issuance of representative shares | $ 15 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Progress Acquisition Corp. (the “Company”) was incorporated as a Delaware company on September 23, 2020. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in 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 December 31, 2021, the Company had not commenced any operations. Significant activity for the period from September 23, 2020 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. 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 and will recognize changes in the fair value of warrant liability as other income (expense). The Company’s sponsor is Progress Capital I LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 8, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated the IPO of 15,000,000 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 $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,450,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $4,450,000. Offering costs amounted to $3,477,169 consisting of $3,000,000 of underwriting discount and $477,169 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any. On February 22, 2021, the underwriters exercised the over-allotment option in full to purchase 2,250,000 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $22,500,000, and incurred $200,000 in cash underwriting fees and $250,000 in deferred underwriting fees. Trust Account Following the closing of the IPO on February 11, 2021, and the underwriters’ full exercise of over-allotment option on February 22, 2021, $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in trust will be held as cash items or invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding public shares if the Company has not completed a Business Combination within 21 months from the closing of the IPO (the “Combination Period”). The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. In connection with any proposed Business Combination, the Company will either (1) seek stockholder approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its public stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable). The shares of common stock subject to redemption will be 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’s initial stockholders, officers and directors, and their affiliates have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to convert any shares in connection with a stockholder vote to approve a proposed initial Business Combination, and (iii) not to sell any shares to the Company in a tender offer in connection with any proposed Business Combination. Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $0.1 million in its operating bank account, and working capital of approximately $0.2 million, excluding franchise tax payable. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $141,700 (see Note 5). The Company fully paid the note to the Sponsor on February 12, 2021. Subsequent to the consummation of the Initial Public Offering 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. In addition, in order to finance offering costs in connection with a Business Combination, the Company’s Sponsor, officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. The Company anticipates that the $0.1 million outside of the Trust Account as of December 31, 2021, will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business. The Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Going Concern Consideration As of December 31, 2021, the Company had approximately $0.1 million in its operating bank account, and working capital of approximately $0.2 million. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In addition, if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by November 11, 2022, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Management plans to address this uncertainty through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 statement. 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 December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were invested in money market funds, which are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short maturities of such instruments. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. 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. As of December 31, 2021 and 2020, 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 All of the 17,250,000 Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A common stock reflected on the balance sheet is reconciled in the following table: Gross proceeds from IPO $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,753,651 ) Class A common stock issuance costs (3,682,349 ) Plus: Remeasurement of carrying value to redemption value 14,448,282 Class A common stock subject to possible redemption $ 172,512,282 Net Income (Loss) Per Common Stock Earnings and losses are shared pro rata between the redeemable shares and non-redeemable shares. The 13,275,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the year ended December 31, 2021. For the period from September 23, 2020 (inception) through December 31, 2020, weighted average shares were reduced for the effect of an aggregate of 562,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 8). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the year ended For the period from Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 808,435 $ 233,043 $ — $ (2,579 ) Denominator: Weighted-average shares outstanding 15,197,260 4,380,822 — 3,774,242 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ — $ (0.00 ) Offering Costs 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 temporary equity upon the completion of the IPO. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the private placement warrants are a derivative instrument. (See Note 4). 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 statements 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 statements 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 December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adoption of ASU 2020-06 on its financial statements. 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. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on February 11, 2021, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants 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. On February 22, 2021, the Underwriters exercised the over-allotment option in full to purchase 2,250,000 Units. Following the closing of the IPO on February 11, 2021, and the underwriters’ full exercise of over-allotment option on February 22, 2021, $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-allotment Units and the sale of the Private Placement Warrants was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in trust will be held as cash items or invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,450,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,450,000, in a private placement (the “Private Placement”). On February 22, 2021, simultaneously with the closing of the underwriters’ full exercise of the over-allotment option, the Company completed the private sale of an aggregate of 200,000 Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $200,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the IPO, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. The Company has accounted for the 4,650,000 Private Placement Warrants in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. 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 statements 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On October 29, 2020, the Company issued 3,593,750 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.007 per share, up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. In February 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 4,312,500 founder shares outstanding and held by the Sponsor (up to 562,500 of which are subject to forfeiture by our sponsor if the underwriters’ over-allotment option is not exercised in full). On February 22, 2021, the underwriter exercised its over-allotment option in full, hence, the 562,500 Founder Shares are no longer subject to forfeiture since then. Holders of the founder shares have agreed not to transfer, assign or sell (subject to certain limited exceptions set forth below) their founder shares or any shares of the Company’s Class A common stock issuable upon conversion thereof: (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On September 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO. The loan was repaid upon the closing of the IPO out of the offering proceeds not being placed in the Trust Account. The Company had borrowed $141,700 under the promissory note, and the note was paid in full on February 12, 2021. Related Party Loans In order to meet the Company’s working capital needs following the consummation of the IPO, the Sponsor, officers, directors and their affiliates may, but are not obligated to, loan the Company funds (“Working Capital Loans”), from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. As of December 31, 2021 and 2020, no such Working Capital Loans were outstanding. Administrative Service Fee Commencing on February 8, 2021, the Company will make a payment of a monthly fee of $10,000 to the Sponsor or an affiliate thereof for administrative services including office space, utilities and secretarial support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the year ended December 31, 2021, the Company incurred $110,000 administrative service fees. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market funds held in Trust Account $ 172,512,282 $ 172,512,282 $ — $ — $ 172,512,282 $ 172,512,282 $ — $ — Liabilities: Warrant Liability $ 2,309,416 $ — — $ 2,309,416 $ 2,309,416 $ — $ — $ 2,309,416 The estimated fair value of the Private Placement Warrants was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows as of February 8, 2021 and December 31, 2021: Input December 31, February 8, Expected term (years) 5.67 6.50 Expected volatility 10.10 % 24.10 % Risk-free interest rate 1.32 % 0.74 % Stock price $ 9.75 $ 9.40 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 The following table sets forth a summary of the changes in the fair value of the warrant liability for the year ended December 31, 2021: Warrant Fair value as of January 1, 2021 $ — Initial fair value of warrant liability upon issuance at IPO 5,711, 648 Initial fair value of warrant liability upon issuance at over-allotment 256,703 Revaluation of warrant liability for the year ended December 31, 2021 (3,658,935 ) Fair value as of December 31, 2021 $ 2,309,416 The following table provides the significant unobservable inputs used in the Modified Black Scholes model to measure the fair value of the over-allotment option: Input February 11, February 22, Unit price $ 10.00 $ 10.27 Exercise price $ 10.00 $ 10.00 Contractual term 0.12 0.09 Expected Volatility 16.8 % 17.5 % Risk-free interest rate 0.05 % 0.03 % Fair value of over-allotment option $ 0.24 $ 0.38 The initial fair value of the over-allotment option liability on February 11, 2021 was $529,248. The underwriters fully exercised their option to purchase 2,250,000 additional Units on February 22, 2021. The fair value of the full exercise of 2,250,000 Units was $848,741, resulting in a change of fair value in over-allotment option liability as of December 31, 2021 in the amount of $319,493. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares and representative shares issued and outstanding on the date of the IPO, as well as the holders of the Private Placement Warrants and any warrants the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on February 8, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the lockup period for these shares of common stock expires. The holders of a majority of the representative shares, Private Placement Warrants and warrants issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on February 8, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on February 8, 2021. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters have a 45-day option from February 11, 2021 to purchase up to an aggregate of 2,250,000 additional Units to cover over-allotments, if any. On February 22, 2021, the underwriters purchased an additional 2,250,000 units to exercise its over-allotment option in full. The proceeds of $22,500,000 from the over-allotment was deposited in the Trust Account after deducting the cash underwriting discounts. The underwriters are entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $3,450,000 since the underwriters’ over-allotment was exercised in full, $250,000 of which will be deferred underwriting discount, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Additionally, if the Company consummates its initial business combination, the underwriter is entitled to a cash fee for its services in relation thereto in an aggregate amount equal to up to 3.5% of the total gross proceeds raised in such offering. Representative’s Common Stock In December 2020, the Company issued to designees of EarlyBirdCapital 150,000 representative shares for nominal consideration. 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 conversion 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 its initial Business Combination within the Combination Period. The stock was treated as cost of capital and charged directly to stockholders’ equity (deficit). The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following February 8, 2021 pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following February 8, 2021 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Right of First Refusal The Company has granted EarlyBirdCapital a right of first refusal for a period commencing from the consummation of the IPO until the consummation of the initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial Business Combination within the Combination Period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. In addition, under certain circumstances EarlyBirdCapital will be granted, for a period of 12 months from the closing of the IPO, the right to act as lead underwriter for the next U.S. registered public offering of securities undertaken by the Company or the Sponsor or its affiliates for the purpose of raising up to $150 million in capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses that have not been identified at the time of the IPO. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Note 8 — Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock Holders of the founder shares may not transfer, assign or sell (subject to certain limited exceptions set forth below) their founder shares and any shares of the Company’s Class A common stock issuable upon conversion thereof: (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Public Warrants Each whole warrant entitles the holder to purchase one Class A 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. The warrants will become exercisable 30 days after the completion of the 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. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A 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” for this purpose will mean the average reported last sale price of the shares of Class A common stock for the 5 trading days ending on the trading day prior to the date of exercise. The Company may call the warrants for redemption in whole and not in part, at a price of $0.01 per warrant, ● At any time after the warrants become exercisable, ● Upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● If, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $21.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 9 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 166,745 $ 542 Federal Net Operating loss 39,515 — Total deferred tax asset 206,260 542 Valuation allowance (206,260 ) (542 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (205,718 ) (542 ) State Current — — Deferred — — Change in valuation allowance 205,718 542 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $188,168 and $0, respectively, U.S. federal and Massachusetts net operating loss carryovers available to offset future taxable income, which does not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from September 23, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $205,718 and $542, respectively. Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 are as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Unrealized gain on change in fair value of warrants -73.78 % 0.0 % Unrealized loss on change in fair value of over-allotment option 6.44 % 0.0 % Other expense relating to fair value exceeding amount paid for warrants 26.58 % 0.0 % Change in valuation allowance 19.75 % -21.0 % Income tax provision — % — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company Status | 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 statement. 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 December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were invested in money market funds, which are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short maturities of such instruments. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. |
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. As of December 31, 2021 and 2020, 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 All of the 17,250,000 Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A common stock reflected on the balance sheet is reconciled in the following table: Gross proceeds from IPO $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,753,651 ) Class A common stock issuance costs (3,682,349 ) Plus: Remeasurement of carrying value to redemption value 14,448,282 Class A common stock subject to possible redemption $ 172,512,282 |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock Earnings and losses are shared pro rata between the redeemable shares and non-redeemable shares. The 13,275,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the year ended December 31, 2021. For the period from September 23, 2020 (inception) through December 31, 2020, weighted average shares were reduced for the effect of an aggregate of 562,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 8). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the year ended For the period from Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 808,435 $ 233,043 $ — $ (2,579 ) Denominator: Weighted-average shares outstanding 15,197,260 4,380,822 — 3,774,242 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ — $ (0.00 ) |
Offering Costs | Offering Costs 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 temporary equity upon the completion of the IPO. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the private placement warrants are a derivative instrument. (See Note 4). |
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 statements 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 statements 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 December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. 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. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adoption of ASU 2020-06 on its financial statements. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A common stock | Gross proceeds from IPO $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,753,651 ) Class A common stock issuance costs (3,682,349 ) Plus: Remeasurement of carrying value to redemption value 14,448,282 Class A common stock subject to possible redemption $ 172,512,282 |
Schedule of basic and diluted net income (loss) per share | For the year ended For the period from Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 808,435 $ 233,043 $ — $ (2,579 ) Denominator: Weighted-average shares outstanding 15,197,260 4,380,822 — 3,774,242 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ — $ (0.00 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of valuation techniques | December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market funds held in Trust Account $ 172,512,282 $ 172,512,282 $ — $ — $ 172,512,282 $ 172,512,282 $ — $ — Liabilities: Warrant Liability $ 2,309,416 $ — — $ 2,309,416 $ 2,309,416 $ — $ — $ 2,309,416 |
Schedule of private placement warrants | Input December 31, February 8, Expected term (years) 5.67 6.50 Expected volatility 10.10 % 24.10 % Risk-free interest rate 1.32 % 0.74 % Stock price $ 9.75 $ 9.40 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 |
Schedule of fair value of the warrant liability | Warrant Fair value as of January 1, 2021 $ — Initial fair value of warrant liability upon issuance at IPO 5,711, 648 Initial fair value of warrant liability upon issuance at over-allotment 256,703 Revaluation of warrant liability for the year ended December 31, 2021 (3,658,935 ) Fair value as of December 31, 2021 $ 2,309,416 |
Schedule of measure the fair value of the over-allotment option | Input February 11, February 22, Unit price $ 10.00 $ 10.27 Exercise price $ 10.00 $ 10.00 Contractual term 0.12 0.09 Expected Volatility 16.8 % 17.5 % Risk-free interest rate 0.05 % 0.03 % Fair value of over-allotment option $ 0.24 $ 0.38 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 166,745 $ 542 Federal Net Operating loss 39,515 — Total deferred tax asset 206,260 542 Valuation allowance (206,260 ) (542 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | December 31, December 31, Federal Current $ — $ — Deferred (205,718 ) (542 ) State Current — — Deferred — — Change in valuation allowance 205,718 542 Income tax provision $ — $ — |
Schedule of reconciliations of the federal income tax rate | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Unrealized gain on change in fair value of warrants -73.78 % 0.0 % Unrealized loss on change in fair value of over-allotment option 6.44 % 0.0 % Other expense relating to fair value exceeding amount paid for warrants 26.58 % 0.0 % Change in valuation allowance 19.75 % -21.0 % Income tax provision — % — % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Feb. 11, 2021 | Feb. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Organization and Business Operations (Details) [Line Items] | |||||
Offering cost amount | $ 3,477,169 | ||||
Underwriting discount | 3,000,000 | ||||
Other offering costs | $ 477,169 | ||||
Purchase of additional units (in Shares) | [1] | 4,312,500 | |||
Cash underwriting fees | $ 200,000 | ||||
Deferred underwriting fees | 250,000 | ||||
Percentage of asset held in trust account | 80.00% | ||||
Working capital | $ 100,000 | ||||
Operating bank amount | 200,000 | ||||
Payment of sponsor | 25,000 | ||||
Promissory note from sponsor | 141,700 | ||||
Trust account | $ 100,000 | ||||
IPO [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock (in Shares) | 15,000,000 | ||||
Public share price per unit (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 150,000,000 | ||||
Purchase of additional units (in Shares) | 2,250,000 | ||||
Private Placement Warrants [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Public share price per unit (in Dollars per share) | $ 1 | ||||
Gross proceeds | $ 4,450,000 | ||||
Private placement warrants, shares (in Shares) | 4,450,000 | ||||
Over-Allotment Option [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 22,500,000 | ||||
Purchase of additional units (in Shares) | 2,250,000 | ||||
Business Combination [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Outstanding voting securities percentage | 50.00% | ||||
Net tangible assets | $ 5,000,001 | ||||
Working capital | 200,000 | ||||
Operating bank amount | $ 100,000 | ||||
Trust Account [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Net proceeds value | $ 172,500,000 | ||||
Price per unit (in Dollars per share) | $ 10 | ||||
Maturity term | 180 days | ||||
Percentage of redeem public shares | 100.00% | ||||
[1] | Includes up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 4,312,500 founder shares outstanding and held by the Sponsor (up to 562,500 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option was not exercised in full). All shares and associated amounts have been retroactively restated to reflect the share surrender and stock split (see Notes 5 and 8). On February 22, 2021, as a result of the underwriters’ election to fully exercise of their over-allotment option (see Note 3), the 562,500 shares were no longer subject to forfeiture. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Federal Depository Insurance Coverage | $ 250,000 | |
Sale of common stock | 17,250,000 | |
Warrants outstanding | $ 13,275,000 | |
Aggregate of common shares (in Shares) | 562,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of class A common stock [Abstract] | |
Gross proceeds from IPO | $ 172,500,000 |
Less: | |
Proceeds allocated to Public Warrants | (10,753,651) |
Class A common stock issuance costs | (3,682,349) |
Plus: | |
Remeasurement of carrying value to redemption value | 14,448,282 |
Class A common stock subject to possible redemption | $ 172,512,282 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 12 Months Ended | 15 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Redeemable [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 808,435 | |
Denominator: | ||
Weighted-average shares outstanding | 15,197,260 | |
Basic and diluted net income (loss) per share | $ 0.05 | |
Non-redeemable [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 233,043 | $ (2,579) |
Denominator: | ||
Weighted-average shares outstanding | 4,380,822 | 3,774,242 |
Basic and diluted net income (loss) per share | $ 0.05 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 11, 2021 | Feb. 22, 2021 | Dec. 31, 2021 |
Initial Public Offering (Details) [Line Items] | |||
Redeemable warrant, description | Each Unit consists of one Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment. | ||
Expiration period | 5 years | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock | 15,000,000 | ||
Purchase price price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Purchase of shares | 2,250,000 | ||
Net proceeds value | $ 172,500,000 | ||
Price per unit | $ 10 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 22, 2021 | Dec. 31, 2021 | |
Private Placement Warrants (Details) [Line Items] | ||
Private placement warrants | 4,650,000 | |
Private Placement [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Purchase of aggregate shares | 4,450,000 | |
Warrants per share price (in Dollars per share) | $ 1 | |
Aggregate purchase price (in Dollars) | $ 4,450,000 | |
Over-Allotment Option [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Aggregate shares of private placement warrants | 200,000 | |
Purchase price per share (in Dollars per share) | $ 1 | |
Gross proceeds (in Dollars) | $ 200,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 12, 2021 | Feb. 08, 2021 | Feb. 28, 2021 | Feb. 22, 2021 | Oct. 29, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Feb. 11, 2021 | Dec. 31, 2020 | Sep. 22, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate of shares outstanding | 4,312,500 | 4,312,500 | ||||||||
Founder shares | 562,500 | |||||||||
Shares percentage | 50.00% | |||||||||
Administrative services fees | $ 10,000 | $ 110,000 | ||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock per share | $ 0.007 | |||||||||
Shares subject to forfeiture | 468,750 | |||||||||
Stock dividend per shares | 0.2 | |||||||||
Aggregate of shares outstanding | 4,312,500 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor cash | $ 22,500,000 | |||||||||
Shares subject to forfeiture | 562,500 | |||||||||
Common stock equals and exceeds per shares | $ 10.27 | $ 10 | ||||||||
Promissory Note – Related Party [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Expenses occurred | $ 300,000 | |||||||||
Borrowed amount | $ 141,700 | |||||||||
Class B Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares subject to forfeiture | 468,750 | |||||||||
Stock dividend per shares | 0.2 | |||||||||
Class B Common Stock [Member] | Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares issued | 3,593,750 | |||||||||
Sponsor cash | $ 25,000 | |||||||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares subject to forfeiture | 562,500 | 562,500 | ||||||||
Class A Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares percentage | 50.00% | |||||||||
Common stock equals and exceeds per shares | $ 12.5 | |||||||||
Price per warrant | $ 11.5 | |||||||||
Related Party Loans [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Conversion of stock, amount converted | $ 1,500,000 | |||||||||
Price per warrant | $ 1 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | Feb. 11, 2021 | Feb. 22, 2021 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | |||
Over-allotment option Liability | $ 529,248 | $ 319,493 | |
Purchase of options (in Shares) | 2,250,000 | ||
Fair value of exercise units (in Shares) | 2,250,000 | ||
Fair value | $ 848,741 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation techniques | Dec. 31, 2021USD ($) |
Assets: | |
U.S. Money Market funds held in Trust Account | $ 172,512,282 |
Fair value of assets | 172,512,282 |
Liabilities: | |
Warrant Liability | 2,309,416 |
Fair value of liabilities | 2,309,416 |
Level 1 [Member] | |
Assets: | |
U.S. Money Market funds held in Trust Account | 172,512,282 |
Fair value of assets | 172,512,282 |
Liabilities: | |
Warrant Liability | |
Fair value of liabilities | |
Level 2 [Member] | |
Assets: | |
U.S. Money Market funds held in Trust Account | |
Fair value of assets | |
Liabilities: | |
Warrant Liability | |
Fair value of liabilities | |
Level 3 [Member] | |
Assets: | |
U.S. Money Market funds held in Trust Account | |
Fair value of assets | |
Liabilities: | |
Warrant Liability | 2,309,416 |
Fair value of liabilities | $ 2,309,416 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of private placement warrants - Private Placement [Member] - $ / shares | Feb. 08, 2021 | Dec. 31, 2021 |
Recurring Fair Value Measurements (Details) - Schedule of private placement warrants [Line Items] | ||
Expected term (years) | 6 years 6 months | 5 years 8 months 1 day |
Expected volatility | 24.10% | 10.10% |
Risk-free interest rate | 0.74% | 1.32% |
Stock price (in Dollars per share) | $ 9.4 | $ 9.75 |
Dividend yield | 0.00% | 0.00% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of fair value of the warrant liability | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of fair value of the warrant liability [Abstract] | |
Fair value as of opening | |
Initial fair value of warrant liability upon issuance at IPO | 5,711,648 |
Initial fair value of warrant liability upon issuance at over-allotment | 256,703 |
Revaluation of warrant liability for the year ended December 31, 2021 | (3,658,935) |
Fair value as of ending | $ 2,309,416 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements (Details) - Schedule of measure the fair value of the over-allotment option - Over-Allotment Option [Member] - $ / shares | Feb. 22, 2021 | Feb. 11, 2021 |
Recurring Fair Value Measurements (Details) - Schedule of measure the fair value of the over-allotment option [Line Items] | ||
Unit price | $ 10.27 | $ 10 |
Exercise price | $ 10 | $ 10 |
Contractual term | 1 month 2 days | 1 month 13 days |
Expected Volatility | 17.50% | 16.80% |
Risk-free interest rate | 0.03% | 0.05% |
Fair value of over-allotment option | $ 0.38 | $ 0.24 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Feb. 11, 2021 | Feb. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Aggregate of shares | [1] | 4,312,500 | ||||
Underwriting discount, percentage | 2.00% | |||||
Deferred underwriting discount | $ 250,000 | |||||
Gross proceed percentage | 3.50% | |||||
Representatives shares common stock | 150,000 | |||||
Right of first refusal description | In addition, under certain circumstances EarlyBirdCapital will be granted, for a period of 12 months from the closing of the IPO, the right to act as lead underwriter for the next U.S. registered public offering of securities undertaken by the Company or the Sponsor or its affiliates for the purpose of raising up to $150 million in capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses that have not been identified at the time of the IPO. | |||||
Underwriting Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Aggregate of shares | 2,250,000 | |||||
Purchased additional units | 2,250,000 | |||||
Proceeds from over-allotment | $ 22,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Aggregate of shares | 2,250,000 | |||||
Proceeds from over-allotment | $ 22,500,000 | |||||
Gross proceeds of IPO | $ 3,450,000 | |||||
[1] | Includes up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 4,312,500 founder shares outstanding and held by the Sponsor (up to 562,500 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option was not exercised in full). All shares and associated amounts have been retroactively restated to reflect the share surrender and stock split (see Notes 5 and 8). On February 22, 2021, as a result of the underwriters’ election to fully exercise of their over-allotment option (see Note 3), the 562,500 shares were no longer subject to forfeiture. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Feb. 22, 2021 | Oct. 29, 2020 | Dec. 31, 2021 | Feb. 11, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Shares percentage | 50.00% | |||||
Total equity proceeds, percentage | 60.00% | |||||
Exercise price of the warrants percentage | 115.00% | |||||
Warrant term | 5 years | |||||
Class A common stock equals or exceeds (in Dollars per share) | $ 21 | |||||
Preferred Stock [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||
Warrant [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Warrants price per share (in Dollars per share) | $ 0.01 | |||||
Over-Allotment Option [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Share issued price per share (in Dollars per share) | $ 10 | |||||
Shares subject to forfeiture | 562,500 | |||||
Common stock equals and exceeds per shares (in Dollars per share) | $ 10.27 | $ 10 | ||||
Class A Common Stock [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 150,000 | 150,000 | ||||
Class A common stock subject to possible redemption | 17,250,000 | 0 | ||||
Shares percentage | 50.00% | |||||
Common stock equals and exceeds per shares (in Dollars per share) | $ 12.5 | |||||
Warrants price per share (in Dollars per share) | $ 11.5 | |||||
Class B Common Stock [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 4,312,500 | 4,312,500 | ||||
Common stock issued | 3,593,750 | |||||
Sponsor cash (in Dollars) | $ 25,000 | |||||
Share issued price per share (in Dollars per share) | $ 0.007 | |||||
Shares subject to forfeiture | 468,750 | |||||
Stock dividend | 0.2 | |||||
Founder shares outstanding | 4,312,500 | |||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Shares subject to forfeiture | 562,500 | 562,500 | ||||
Business Acquisition [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Business combination issue price per share (in Dollars per share) | $ 9.2 | |||||
Business combination market value per share (in Dollars per share) | $ 9.2 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal and state net operating loss carryovers | $ 188,168 | $ 0 |
Change in valuation allowance | $ 205,718 | $ 542 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 166,745 | $ 542 |
Federal Net Operating loss | 39,515 | |
Total deferred tax asset | 206,260 | 542 |
Valuation allowance | (206,260) | (542) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Current | ||
Deferred | (205,718) | (542) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 205,718 | 542 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliations of the federal income tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliations of the federal income tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Unrealized gain on change in fair value of warrants | (73.78%) | 0.00% |
Unrealized loss on change in fair value of over-allotment option | 6.44% | 0.00% |
Other expense relating to fair value exceeding amount paid for warrants | 26.58% | 0.00% |
Change in valuation allowance | 19.75% | (21.00%) |
Income tax provision |