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 | Social Leverage Acquisition Corp I | ||
Trading Symbol | SLAC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 335,340,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001834755 | ||
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 | 001-40059 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4095616 | ||
Entity Address, Address Line One | 8390 E. Via de Ventura | ||
Entity Address, Address Line Two | Suite F110-207 | ||
Entity Address, City or Town | Scottsdale | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85258 | ||
City Area Code | (302) | ||
Local Phone Number | 492-7522 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | Houston, TX | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 34,500,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 250,390 | |
Prepaid expenses | 469,528 | |
Total current assets | 719,918 | |
Non-current assets: | ||
Deferred offering costs | 230,243 | |
Prepaid expenses (non-current) | 56,316 | |
Investments held in Trust Account | 345,034,062 | |
Total Assets | 345,810,296 | 230,243 |
Current liabilities: | ||
Accounts payable | 86,560 | 27,032 |
Accrued expenses | 103,654 | 134,918 |
Note payable - related party | 43,625 | |
Franchise tax payable | 197,485 | 175 |
Total current liabilities | 387,699 | 205,750 |
Deferred legal fees | 152,224 | |
Derivative warrant liabilities | 12,138,750 | |
Deferred underwriting commissions | 12,075,000 | |
Total liabilities | 24,753,673 | 205,750 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 34,500,000 and -0- shares at redemption value of $10.00 per share as of December 31, 2021 and 2020, respectively | 345,000,000 | |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 80,000,000 shares authorized; no non-redeemable shares issued and outstanding | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 as of December 31, 2021 and 2020 | 863 | 863 |
Additional paid-in capital | 24,137 | |
Accumulated deficit | (23,944,240) | (507) |
Total stockholders’ equity (deficit) | (23,943,377) | 24,493 |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ 345,810,296 | $ 230,243 |
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 | ||
Subject to possible redemption shares | 34,500,000 | 0 |
Class A common stock, per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, non-redeemable shares issued | ||
Common stock, non-redeemable shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, non-redeemable shares issued | 8,625,000 | 8,625,000 |
Common stock, non-redeemable shares outstanding | 8,625,000 | 8,625,000 |
Statements of Operations
Statements of Operations - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 332 | $ 879,440 |
General and administrative expenses - related party | 93,443 | |
Franchise tax expenses | 175 | 197,310 |
Loss from operations | (507) | (1,170,193) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | 4,241,250 | |
Offering costs associated with derivative warrant liabilities | (560,750) | |
Income from investments held in Trust Account | 34,062 | |
Net income (loss) | $ (507) | $ 2,544,369 |
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | 30,057,534 | |
Basic and diluted net income (loss) per share, Class A common stock (in Dollars per share) | $ 0.07 | |
Weighted average shares outstanding of Class B common stock, basic and diluted (in Shares) | 7,500,000 | 8,480,137 |
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share) | $ 0 | $ 0.07 |
Weighted average shares outstanding of Class B common stock, diluted (in Shares) | 7,500,000 | 8,625,000 |
Diluted net income (loss) per share, Class B common stock (in Dollars per share) | $ 0 | $ 0.07 |
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 Nov. 30, 2020 | |||||
Balance (in Shares) at Nov. 30, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 863 | 24,137 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 8,625,000 | ||||
Net income (loss) | (507) | (507) | |||
Balance at Dec. 31, 2020 | $ 863 | 24,137 | (507) | 24,493 | |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | ||||
Excess cash received over the fair value of the private warrants | 2,280,000 | 2,280,000 | |||
Remeasurement of Class A common stock subject to possible redemption amount | (2,304,137) | (26,488,102) | (28,792,239) | ||
Net income (loss) | 2,544,369 | 2,544,369 | |||
Balance at Dec. 31, 2021 | $ 863 | $ (23,944,240) | $ (23,943,377) | ||
Balance (in Shares) at Dec. 31, 2021 | 8,625,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ (507) | $ 2,544,369 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (4,241,250) | |
Offering costs associated with derivative warrant liabilities | 560,750 | |
Income from investments held in Trust Account | (34,062) | |
General and administrative expenses paid by related party under promissory note | 43,467 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (525,844) | |
Accounts payable | 332 | 86,228 |
Accrued expenses | (56,264) | |
Franchise tax payable | 175 | 197,310 |
Net cash used in operating activities | (1,425,296) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (345,000,000) | |
Net cash used in investing activities | (345,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 345,000,000 | |
Proceeds received from private placement | 9,000,000 | |
Repayment of note payable to related party | (177,857) | |
Offering costs paid | (7,146,457) | |
Net cash provided by financing activities | 346,675,686 | |
Net increase in cash | 250,390 | |
Cash - beginning of the period | ||
Cash - end of the period | 250,390 | |
Supplemental disclosure of noncash financing activities: | ||
Offering costs included in accrued expenses | 25,000 | |
Offering costs paid by related party under promissory note | 64,065 | |
Outstanding accounts payable paid by related party under promissory note | 26,700 | |
Deferred legal fees | 152,224 | |
Deferred underwriting commissions in connection with the initial public offering | 12,075,000 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | |
Deferred offering costs included in accounts payable | 26,700 | |
Deferred offering costs included in accrued expenses | 134,918 | |
Deferred offering costs included in note payable | $ 43,625 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Social Leverage Acquisition Corp I (the “Company”) is a blank check company incorporated in Delaware on December 1, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from December 1, 2020 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). 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 and other income on investments of the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriters’ option to purchase 4,500,000 additional Units (the “Option Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, of which approximately $12.1 million and approximately $152,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination with one or more operating businesses or assets having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination or don’t vote at all. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or redeem 100% of the Public Shares if the Company does not complete a Business Combination within the initial Combination Period (as defined below) or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 17, 2023, (as such period may be extended by the Company’s stockholders in accordance with the Certificate of Incorporation, the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value in the Trust Account will be only $10.00 or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, Targets and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $0.3 million in its operating bank account and working capital of approximately $0.5 million (not taking into account approximately $197,000 of taxes that may be paid using interest income from the Trust Account). In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, the mandatory liquidation and the subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 17, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to consummate a Business Combination prior to the mandatory liquidation date. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” equals or approximate the carrying amounts represented in the balance sheet. 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering and exercise of the over-allotment option. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,625,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no Class A common stock issued or outstanding as of December 31, 2021. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 14,625,000 Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock: For the Year Ended Class A Class B Basic net income per common stock: Numerator: Allocation of net income $ 1,984.486 $ 559,883 Denominator: Basic weighted average common stock outstanding 30,057,534 8,480,137 Basic net income per common stock $ 0.07 $ 0.07 For the Year Ended December 31, 2021 Class A Class B Diluted net income per common stock: Numerator: Allocation of net income $ 1,977,055 $ 567,315 Denominator: Diluted weighted average common stock outstanding 30,057,534 8,625,000 Diluted net income per common stock $ 0.07 $ 0.07 For the period from (inception) through Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ - $ (507 ) Denominator: Basic and diluted weighted average common stock outstanding - 7,500,000 Basic and diluted net loss per common stock $ - $ (0.00 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed 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 On February 17, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including the exercise of the underwriters’ option to purchase 4,500,000 Option Units, at $10.00 per Unit, which generated gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, of which approximately $12.1 million and approximately $152,000 was for deferred underwriting commissions and deferred legal fees, respectively. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On December 11, 2020, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). On January 20, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 17, 2021, the underwriter fully exercised its option to purchase additional; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except in certain limited circumstances) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of February 17, 2021, the Company borrowed approximately $178,000 under the Note. On February 19, 2021, the Company repaid the Note in full. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In March 2022, the Sponsor and the Company executed a Working Capital Loan, bearing interest of 10% annually, providing the Company the ability to borrow up to $1.5 million. As of December 31, 2021, the Company has no borrowing under the Working Capital Loans. Administrative Support Agreement and Certain Other Payments Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, support and administrative services. As of December 31, 2021 and December 31, 2020, the Company had accrued approximately $60,000 and $0, respectively, for services in connection with such agreement on the accompanying condensed balance sheets. For the year ended December 31, 2021, the Company incurred expenses of approximately $93,000 under this agreement, included as general and administrative expenses, related party in the unaudited condensed statement of operations. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On February 17, 2021, the underwriter fully exercised its option to purchase additional Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $225,000 (“Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of December 31, 2021 and 2020, there are deferred legal fees of approximately $152,000 and nil |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Subject To Possible Redemption [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (9,660,000 ) Offering costs allocated to Class A common stock subject to possible redemption (19,132,240 ) Plus: Remeasurement of Class A common stock subject to possible redemption amount 28,792,240 Class A common stock subject to possible redemption $ 345,000,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 - Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class, with each share entitling the holder to one vote; provided, however that, prior to the closing of the Company’s initial Business Combination, only holders of Class B common stock will have the right to elect or remove the Company’s directors. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 8 - Warrants As of December 31, 2021 and December 31, 2020, the Company had 8,625,000 and 0 Public Warrants and the 6,000,000 and 0 Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised in whole and only for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its 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 higher of the Market Value and the Newly Issued Price, and the $18.00 and $10.00 per share redemption trigger prices described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees, except in certain limited circumstances. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Except as described below, none of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; and ● if, and only if, the Reference Value equals or exceeds $10.00 per share as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 345,034,062 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 7,158,750 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 4,980,000 $ - As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in April 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in April 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2021. For periods where no observable traded price is available, the Company utilized a Monte-Carlo simulation to estimate the fair value of the Public Warrants and used the Black-Scholes option pricing model to estimate the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public and Private Placement Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public and Private Placement Warrants, assuming one year to a Business Combination from the IPO date. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. For the year ended December 31, 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $4.2 million, which is presented in the accompanying statements of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Initial Fair Value Exercise price $ 11.50 Stock price $ 9.72 Volatility 17.6 % Term (in years) 6.5 Risk-free rate 0.85 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 16,380,000 Change in fair value of derivative warrant liabilities 1,755,000 Transfer of Public Warrants to Level 1 (10,695,000 ) Transfer of Private Warrants to Level 2 (7,440,000 ) Derivative warrant liabilities at December 31, 2021 $ - |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 10 – Income taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from December 1, 2020 (inception) through December 31, 2020. The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Start-up/Organization costs $ 204,375 $ 70 Net operating loss carryforwards 34,319 37 Total deferred tax assets 238,694 106 Valuation allowance (238,694 ) (106 ) Deferred tax asset, net of allowance $ - $ - The income tax provision (benefit) consists of the following: December 31, December 31, Current Federal State - - Deferred Federal (238,587 ) (106 ) State - - Valuation allowance 238,587 106 Income tax provision $ - $ - As of December 31, 2020, and December 31, 2021, the Company had federal net operating loss carryforwards of $175 and $163,248, respectively, that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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, the change in valuation allowance was $238,587. For the period from December 1, 2020 through December 31, 2020, the change in valuation allowance was $106. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (35 )% 0.0 % Transaction costs allocated to derivative warrant liabilities 4.6 % 0.0 % Change in valuation allowance 9.4 % (21.0 )% Income Tax Expenses 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and Arizona and is subject to examination by various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date condensed financial statements were issued. Based upon this review, the Company determined that, there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, except as noted below. In March 2022, the Sponsor and the Company executed a Working Capital Loan, bearing interest of 10% annually, providing the Company the ability to borrow up to $1.5 million. |
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. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” equals or approximate the carrying amounts represented in the balance sheet. |
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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering and exercise of the over-allotment option. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,625,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no Class A common stock issued or outstanding as of December 31, 2021. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 14,625,000 Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock: For the Year Ended Class A Class B Basic net income per common stock: Numerator: Allocation of net income $ 1,984.486 $ 559,883 Denominator: Basic weighted average common stock outstanding 30,057,534 8,480,137 Basic net income per common stock $ 0.07 $ 0.07 For the Year Ended December 31, 2021 Class A Class B Diluted net income per common stock: Numerator: Allocation of net income $ 1,977,055 $ 567,315 Denominator: Diluted weighted average common stock outstanding 30,057,534 8,625,000 Diluted net income per common stock $ 0.07 $ 0.07 For the period from (inception) through Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ - $ (507 ) Denominator: Basic and diluted weighted average common stock outstanding - 7,500,000 Basic and diluted net loss per common stock $ - $ (0.00 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share of common stock | For the Year Ended Class A Class B Basic net income per common stock: Numerator: Allocation of net income $ 1,984.486 $ 559,883 Denominator: Basic weighted average common stock outstanding 30,057,534 8,480,137 Basic net income per common stock $ 0.07 $ 0.07 For the Year Ended December 31, 2021 Class A Class B Diluted net income per common stock: Numerator: Allocation of net income $ 1,977,055 $ 567,315 Denominator: Diluted weighted average common stock outstanding 30,057,534 8,625,000 Diluted net income per common stock $ 0.07 $ 0.07 For the period from (inception) through Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ - $ (507 ) Denominator: Basic and diluted weighted average common stock outstanding - 7,500,000 Basic and diluted net loss per common stock $ - $ (0.00 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Subject To Possible Redemption [Abstract] | |
Schedule of subject to possible redemption reflected on the condensed balance sheets | Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (9,660,000 ) Offering costs allocated to Class A common stock subject to possible redemption (19,132,240 ) Plus: Remeasurement of Class A common stock subject to possible redemption amount 28,792,240 Class A common stock subject to possible redemption $ 345,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 345,034,062 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 7,158,750 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 4,980,000 $ - |
Schedule of fair value measurements inputs | Initial Fair Value Exercise price $ 11.50 Stock price $ 9.72 Volatility 17.6 % Term (in years) 6.5 Risk-free rate 0.85 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 16,380,000 Change in fair value of derivative warrant liabilities 1,755,000 Transfer of Public Warrants to Level 1 (10,695,000 ) Transfer of Private Warrants to Level 2 (7,440,000 ) Derivative warrant liabilities at December 31, 2021 $ - |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, December 31, Deferred tax assets: Start-up/Organization costs $ 204,375 $ 70 Net operating loss carryforwards 34,319 37 Total deferred tax assets 238,694 106 Valuation allowance (238,694 ) (106 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of income tax provision (benefit) | December 31, December 31, Current Federal State - - Deferred Federal (238,587 ) (106 ) State - - Valuation allowance 238,587 106 Income tax provision $ - $ - |
Schedule of reconciliation of the statutory federal income tax rate to the company’s effective tax rate | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (35 )% 0.0 % Transaction costs allocated to derivative warrant liabilities 4.6 % 0.0 % Change in valuation allowance 9.4 % (21.0 )% Income Tax Expenses 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 17, 2021 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Offering costs | $ 19,700,000 | |
Deferred underwriting commissions | 12,100,000 | |
Deferred legal fees | $ 152,000 | |
Maturity term | 185 days | |
Percentage of assets held in trust account | 80.00% | |
Outstanding voting percentage | 50.00% | |
Pro rata amount per public share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate public share percentage | 15.00% | |
Redemption of public shares, percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Price per share held in trust account (in Dollars per share) | $ 10 | |
Public per share (in Dollars per share) | 10 | |
Public share due to reduction (in Dollars per share) | $ 10 | |
Operating bank account | $ 300,000 | |
Working capital | 500,000 | |
Trust Account | $ 197,000 | |
Initial Public Offering and the Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Share issued (in Shares) | 34,500,000 | |
Purchase additional units (in Shares) | 4,500,000 | |
Price per share (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 345,000,000 | |
Private Placement Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 1.5 | |
Generating gross proceeds | $ 9,000,000 | |
Issuance of private placement warrants (in Shares) | 6,000,000 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 | |
Net proceeds | $ 345,000,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Feb. 17, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage (in Dollars) | $ 250,000 | |
Private Placement Warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Derivative liabilities (in Dollars) | $ 6,000,000 | |
Initial Public Offering [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Warrants issued | 8,625,000 | |
Purchase of aggregate shares | 10 | |
Class A Common Stock [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to possible redemption | 34,500,000 | |
Class A Common Stock [Member] | Private Placement [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Purchase of aggregate shares | 14,625,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income | $ 1,984.486 | |
Denominator: | ||
Basic weighted average common stock outstanding | 30,057,534 | |
Basic net income per common stock | $ 0.07 | |
Numerator: | ||
Allocation of net income | $ 1,977,055 | |
Denominator: | ||
Diluted weighted average common stock outstanding | 30,057,534 | |
Diluted net income per common stock | $ 0.07 | |
Numerator: | ||
Allocation of net loss | ||
Denominator: | ||
Basic and diluted weighted average common stock outstanding | ||
Basic and diluted net loss per common stock | ||
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income | $ 559,883 | |
Denominator: | ||
Basic weighted average common stock outstanding | 8,480,137 | |
Basic net income per common stock | $ 0.07 | |
Numerator: | ||
Allocation of net income | $ 567,315 | |
Denominator: | ||
Diluted weighted average common stock outstanding | 8,625,000 | |
Diluted net income per common stock | $ 0.07 | |
Numerator: | ||
Allocation of net loss | $ (507) | |
Denominator: | ||
Basic and diluted weighted average common stock outstanding | 7,500,000 | |
Basic and diluted net loss per common stock | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | |
Feb. 17, 2021 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Incurring offering costs | $ 19,700,000 | |
Deferred underwriting commissions | 12,100,000 | |
Deferred legal fees | $ 152,000 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock (in Shares) | 34,500,000 | |
Underwriters option to purchase (in Shares) | 4,500,000 | |
Price per share (in Shares) | 10 | |
Generating gross proceeds | $ 345,000,000 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Common stock price per share (in Dollars per share) | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 11, 2020 | Mar. 31, 2022 | Feb. 17, 2021 | Jan. 20, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||
Stock split, description | On January 20, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. | |||||
Cover expenses | $ 175 | $ 197,310 | ||||
Borrowed amount | $ 178,000 | |||||
Working capital loans | 1,500,000 | |||||
Office space, support and administrative services | 10,000 | |||||
Accrued for services | $ 0 | 60,000 | ||||
Incurred expenses | $ 93,000 | |||||
Business Acquisition [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination entity at a price per warrant (in Dollars per share) | $ 1.5 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Amount of sponsor paid | $ 25,000 | |||||
Founder shares forfeited (in Shares) | 1,125,000 | |||||
Issued and outstanding shares percentage | 20.00% | |||||
Founder shares (in Shares) | 1,125,000 | |||||
Initial Public Offering [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 10 | |||||
Cover expenses | $ 300,000 | |||||
Sponsor [Member] | Subsequent Event [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party loans description | In March 2022, the Sponsor and the Company executed a Working Capital Loan, bearing interest of 10% annually, providing the Company the ability to borrow up to $1.5 million. | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Consummated the private placement shares (in Shares) | 8,625,000 | 8,625,000 | ||||
Class B Common Stock [Member] | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of shares (in Shares) | 7,187,500 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||
Class A Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock equals or exceeds (in Dollars per share) | $ 0.361 | |||||
Warrants per share (in Dollars per share) | 11.5 | |||||
Class A Common Stock [Member] | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock equals or exceeds (in Dollars per share) | 12 | |||||
Private Placement Warrants [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 1.5 | |||||
Gross proceeds | $ 9,000,000 | |||||
Private Placement Warrants [Member] | Initial Public Offering [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Consummated the private placement shares (in Shares) | 6,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting discount (in Dollars per share) | $ 0.2 | |
Price per unit (in Dollars per share) | $ 0.35 | |
Underwriters payable | $ 12,100,000 | |
Excess of defer fees | 225,000 | |
Deferred legal fees | $ 152,000 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of additional units (in Shares) | 4,500,000 | |
Initial Public Offering [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Aggregate price | $ 6,900,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) | Dec. 31, 2021$ / sharesshares |
Common Stock Subject to Possible Redemption [Member] | |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |
Common stock, shares authorized | 100,000,000 |
Common Stock Subject to Mandatory Redemption [Member] | |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 34,500,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of subject to possible redemption reflected on the condensed balance sheets | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Schedule of subject to possible redemption reflected on the condensed balance sheets [Abstract] | |
Gross proceeds from Initial Public Offering (in Dollars) | $ | $ 345,000,000 |
Less: | |
Fair value of Public Warrants at issuance | (9,660,000) |
Offering costs allocated to Class A common stock subject to possible redemption | (19,132,240) |
Plus: | |
Remeasurement of Class A common stock subject to possible redemption amount | 28,792,240 |
Class A common stock subject to possible redemption (in Dollars) | $ | $ 345,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Feb. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (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 | |
Preferred stock issued | |||
Preferred stock outstanding | |||
Preferred Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock issued | 0 | 0 | |
Preferred stock outstanding | 0 | 0 | |
Class A Common Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares authorized | 80,000,000 | ||
Common stock, par value | 0.0001 | ||
Common stock, shares issued | 34,500,000 | ||
Common stock, shares outstanding | 34,500,000 | ||
Common stock, shares authorized | 80,000,000 | 80,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Class B Common Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Common stock were subject to forfeiture | 1,125,000 | ||
Issued and outstanding common stock percentage | 20.00% | ||
Additional share units | 1,125,000 | ||
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Common stock issued and outstanding converted basis percentage | 20.00% |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Warrants expire term | 5 years | |
Total equity proceeds, percentage | 60.00% | |
Business combination market price per share | $ 9.2 | |
Market value percentage | 115.00% | |
Redemption trigger price per share | $ 18 | |
Redemption of warrant description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; and ● if, and only if, the Reference Value equals or exceeds $10.00 per share as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ●if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Public Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding (in Shares) | 8,625,000 | 0 |
Warrant exercise price | $ 18 | |
Market value percentage | 180.00% | |
Redemption trigger price per share | $ 10 | |
Private Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding (in Shares) | 6,000,000 | 0 |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant exercise price | $ 11.5 | |
Business combination issue price | $ 9.2 | |
Redemption of warrant description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price of Class A common stock for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | |
Warrants exercise per share | $ 0.361 | |
Class A Common Stock [Member] | Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant exercise price | $ 10 | |
Market value percentage | 100.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative warrant liabilities | $ 4.2 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis | Dec. 31, 2021USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Investments held in Trust Account - Money market funds | $ 345,034,062 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 7,158,750 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
Investments held in Trust Account - Money market funds | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 4,980,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Investments held in Trust Account - Money market funds | |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements inputs - Initial Fair Value [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | $ 11.5 |
Stock price | $ 9.72 |
Volatility | 17.60% |
Term (in years) | 6 years 6 months |
Risk-free rate | 0.85% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | |
Derivative warrant liabilities at beginning | |
Issuance of Public and Private Warrants | 16,380,000 |
Change in fair value of derivative warrant liabilities | 1,755,000 |
Transfer of Public Warrants to Level 1 | (10,695,000) |
Transfer of Private Warrants to Level 2 | (7,440,000) |
Derivative warrant liabilities at ending |
Income taxes (Details)
Income taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforwards | $ 163,248 | $ 175 |
Change in valuation allowance | $ 238,587 | $ 106 |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Start-up/Organization costs | $ 204,375 | $ 70 |
Net operating loss carryforwards | 34,319 | 37 |
Total deferred tax assets | 238,694 | 106 |
Valuation allowance | (238,694) | (106) |
Deferred tax asset, net of allowance |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of income tax provision (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | ||
State | ||
Deferred | ||
Federal | (238,587) | (106) |
State | ||
Valuation allowance | 238,587 | 106 |
Income tax provision |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of reconciliation of the statutory federal income tax rate to the company’s effective tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the statutory federal income tax rate to the company’s effective tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of derivative warrant liabilities (in Dollars) | $ (35) | $ 0 |
Transaction costs allocated to derivative warrant liabilities | 4.60% | 0.00% |
Change in valuation allowance | 9.40% | (21.00%) |
Income Tax Expenses | 0.00% | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Mar. 31, 2022 | |
Sponsor [Member] | Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Subsequent events, description | the Company executed a Working Capital Loan, bearing interest of 10% annually, providing the Company the ability to borrow up to $1.5 million. |