Goal Acquisitions (PUCK) 10-K 15 Apr 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 14, 2022	Jun. 30, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40026
Entity Registrant Name	GOAL ACQUISITIONS CORP.
Entity Central Index Key	0001836100
Entity Tax Identification Number	85-3660880
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12600 Hill Country Blvd
Entity Address, Address Line Two	Building R
Entity Address, Address Line Three	Suite 275
Entity Address, City or Town	Bee Cave
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	(888)
Local Phone Number	717-7678
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 249,435,000
Entity Common Stock, Shares Outstanding		33,161,250
Documents Incorporated by Reference	None
ICFR Auditor Attestation Flag	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Melville, NY
Units, each consisting of one share of common stock and one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of common stock and one redeemable warrant
Trading Symbol	PUCKU
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	PUCK
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol	PUCKW
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 7,708	$ 27,983
Prepaid expenses and other current assets	441,414
Deferred offering costs		234,702
Total current assets	449,122	262,685
Prepaid expenses, non-current	49,910
Marketable securities held in the trust account	258,775,579
Total assets	259,274,611	262,685
Current liabilities:
Accounts payable and accrued expenses	856,932	132,760
Sponsor loans	235,551	106,051
Total current liabilities	1,092,483	238,811
Warrant liabilities	373,071
Total liabilities	1,465,554	238,811
Common stock subject to possible redemption, 25,875,000 shares and no shares at redemption value of $10.00 at December 31, 2021 and 2020, respectively	258,750,000
Stockholders’ (deficit) equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2021 and 2020, respectively
Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,286,250 shares and 6,468,750 shares issued and outstanding at December 31, 2021 and 2020, respectively	729	647
Additional paid-in capital	336,908	24,353
Accumulated deficit	(1,278,580)	(1,126)
Total stockholders’ (deficit) equity	(940,943)	23,874
Total liabilities, redeemable common stock and stockholders’ (deficit) equity	$ 259,274,611	$ 262,685

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	25,875,000	0
Temporary equity, redemption price per share	$ 10	$ 10
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,286,250	6,468,750
Common stock, shares outstanding	7,286,250	6,468,750

Statements of Operations

Statements of Operations - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Statement [Abstract]
Operating and formation costs	$ 1,126	$ 1,596,618
Loss from operations	(1,126)	(1,596,618)
Other income:
Interest income on marketable securities held in the trust account		25,592
Change in fair value of warrant liability		293,572
Total other income		319,164
Net loss	$ (1,126)	$ (1,277,454)
Weighted average shares outstanding, common stock subject to possible redemption		22,614,041
Basic and diluted net loss per share, common stock subject to possible redemption		(0.04)
Weighted average shares outstanding, non-redeemable common stock	6,468,750	7,183,223
Basic and diluted net loss per share, non-redeemable common stock	$ 0	$ (0.04)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Oct. 25, 2020
Beginning balance, shares at Oct. 25, 2020
Common stock issued to initial stockholder	$ 647	24,353		25,000
Class B common stock issued to initial stockholder (1)	6,468,750
Net loss			(1,126)	(1,126)
Ending balance, value at Dec. 31, 2020	$ 647	24,353	(1,126)	23,874
Ending balance, shares at Dec. 31, 2020	6,468,750
Net loss			(1,277,454)	(1,277,454)
Sale of private units, net of initial fair value of private warrants	$ 67	6,008,290		6,008,357
Sale of private units, net of initial fair value of private warrants, shares	667,500
Issuance of representative shares	$ 15			15
Issuance of representative shares,shares	150,000
Remeasurement of redeemable shares under ASC 480-10-S99		(5,695,735)		(5,695,735)
Ending balance, value at Dec. 31, 2021	$ 729	$ 336,908	$ (1,278,580)	$ (940,943)
Ending balance, shares at Dec. 31, 2021	7,286,250

Statements of Cash Flows

Statements of Cash Flows - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (1,126)	$ (1,277,454)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and investments held in the trust account		(25,579)
Change in fair value of warrant liabilities		(293,572)
Formation cost paid by sponsor	1,051
Changes in current assets and current liabilities:
Prepaid expenses and other current assets		(486,324)
Accounts payable and accrued expenses		856,932
Net cash used in operating activities	(75)	(1,225,997)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(258,750,000)
Net cash used in investing activities		(258,750,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ discount	25,000	253,575,000
Proceeds from issuance of Private Placement Warrants		6,675,000
Proceeds of sponsor loan	100,000	129,500
Payments of offering costs	(96,942)	(423,778)
Net cash provided by financing activities	28,058	259,955,722
Net Change in Cash	27,983	(20,275)
Cash – Beginning		27,983
Cash – Ending	27,983	7,708
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of warrant liabilities		666,643
Initial value of common stock subject to redemption		258,750,000
Deferred offering costs included in accrued expenses	132,760
Remeasurement of common shares subject to redemption		5,695,735
Deferred offering costs paid by Sponsor	$ 5,000

Organization, Liquidity and Goi

Organization, Liquidity and Going Concern Considerations, and Business Operations	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Liquidity and Going Concern Considerations, and Business Operations	Note 1 — Organization, Liquidity and Going Concern Considerations, and Business Operations Organization and General Goal Acquisitions Corp. (the “Company”) was incorporated in Delaware on October 26, 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”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company intends to focus on businesses that service the sports industry. The Company is in 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 yet commenced any operations. All activity from October 26, 2020 (inception) through December 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liabilities as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on February 10, 2021 (the “Effective Date”). On February 16, 2021, the Company consummated the IPO of 22,500,000 10.00 225,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 600,000 10.00 6,000,000 The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,375,000 3,375,000 10.00 33,750,000 67,500 675,000 Transaction costs amounted to $ 5,695,720 5,175,000 520,720 Trust Account Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of the over-allotment option on February 24, 2021, $ 258,750,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-allotment Units, and the sale of the Private Units was placed in a Trust Account, which are held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account. Liquidity and Going Concern Considerations As of December 31, 2021, the Company had $ 7,708 in cash and a negative working capital of $ 643,361 (including unbilled legal costs related to the business combination of $ 527,872 ). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In addition, the Company is within 12 months of its mandatory liquidation as of the time of filing this Form 10-K. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Effective as of November 4, 2021, upon approval of the Board of Directors, the Company entered into an Expense Advancement Agreement with Goal Acquisitions Sponsor, LLC (the “Funding Party”). Pursuant to the Expense Advancement Agreement, the Funding Party agreed to advance to the Company from time to time, upon request by the Company, a maximum of $ 1,500,000 in the aggregate, in each instance issued pursuant to the terms of the form of promissory note, as may be necessary to fund the Company’s expenses relating to the investigation and selection of a target business and other working capital requirements prior to completion of any potential Business Combination. All previously outstanding commitments from the Sponsor have been consolidated under the Expense Advancement Agreement, effective November 4, 2021. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may need to issue additional securities or incur debt in connection with such Initial Business Combination. The Company may not be able to obtain financing at favorable terms or at all. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Initial Business Combination The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors will agree (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision 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. The Company will have until 24 months from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founder Shares will agree to waive liquidation distributions with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor 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, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (with the exception of its independent registered public accountant), prospective target businesses or 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in the Trust Account At December 31, 2021, the Trust Account had $ 258,775,579 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 25,875,000 The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. Net Income (Loss) Per Common Stock Net income (loss) per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) exercise of over-allotment since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 25,875,000 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: Schedule of Computation of Basic and Diluted Net Income Per Share Common stock Common stock Common stock Common stock For the Year Ended For the Period from October 26, 2020 (Inception) through December 31, 2020 Common stock Common stock Common stock Common stock Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (969,498 ) $ (307,956 ) $ — $ (1,126 ) Denominator: Weighted-average shares outstanding 22,614,041 7,183,223 — 6,468,750 Basic and diluted net loss per common stock $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 8. 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 warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 667,500 private placement warrants included as part of the private units as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Units have been estimated using Monte-Carlo simulations at each measurement date (see Note 8). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering The Company sold 22,500,000 10.00 Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (“Public Warrant”). 11.50 On February 16, 2021, an aggregate of $ 10.00 On February 24, 2021, the underwriters of the IPO exercised the over-allotment option in full to purchase 3,375,000 Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of over-allotment option on February 24, 2021, $ 258,750,000 All of the 25,875,000 The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Schedule of Redeemable Common Stock Gross proceeds from IPO $ 258,750,000 Less: Common stock issuance costs (5,695,735 ) Plus: Remeasurement of carrying value to redemption value 5,695,735 Contingently redeemable common stock $ 258,750,000

Private Units

Private Units	12 Months Ended
	Dec. 31, 2021
Private Units
Private Units	Note 4 — Private Units Simultaneously with the closing of the IPO on February 16, 2021, the Sponsor purchased an aggregate of 600,000 10.00 6,000,000 On February 24, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 67,500 675,000

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On November 24, 2020, the Sponsor purchased an aggregate of 5,750,000 25,000 750,000 20 0.125 6,468,750 843,750 843,750 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. Promissory Note — Related Party Concurrently with the filing of the Company’s registration statement on Form S-1 on January 21, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company was authorized to borrow up to an aggregate principal amount of $ 200,000 . In May 2021, the Sponsors agreed to increase the capacity (aggregate principal) on the Promissory Note to $ 300,000 , and in August 2021, the Sponsors agreed to increase the capacity (aggregate principal) on the Promissory Note to $ 500,000 . The Promissory Note is non-interest bearing and payable on the earliest of (i) April 30, 2021, (ii) the consummation of the IPO or (iii) the date on which the Company determines not to proceed with the IPO. As of November 4, 2021, the outstanding balance on the Promissory Note of $ 175,551 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 Expense Advancement Agreement Effective as of November 4, 2021, upon approval of the Board of Directors, the Company entered into an Expense Advancement Agreement with Goal Acquisitions Sponsor, LLC (the “Funding Party”). Pursuant to the Expense Advancement Agreement, the Funding Party has agreed to advance to the Company from time to time, upon request by the Company, a maximum of $ 1,500,000 in the aggregate, in each instance issued pursuant to the terms of the form of promissory note, as may be necessary to fund the Company’s expenses relating to the investigation and selection of a target business and other working capital requirements prior to completion of any potential Business Combination. All previously outstanding commitments from the Sponsor have been consolidated under the Expense Advancement Agreement, effective November 4, 2021. The Company has elected to utilize the fair value option on these instruments. As of December 31, 2021, the available balance under the Expense Advance Agreement was $ 1,264,449 1.50

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Representative Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to the Company, are entitled to registration rights pursuant to an agreement to be signed prior to or on the Effective Date of the IPO. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the Effective Date of the IPO. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the Effective Date of the IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 45-day option beginning February 16, 2021 to purchase up to an additional 3,375,000 3,375,000 33,750,000 The underwriters received a cash underwriting discount of 2.0 5,175,000 Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of IPO (exclusive of any applicable finders’ fees which might become payable).

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders’ Equity	Note 7 — Stockholders’ Equity Preferred Stock 1,000,000 shares of preferred stock with a par value of $ 0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Common Stock 100,000,000 0.0001 .125 6,468,750 843,750 843,750 7,286,250 25,875,000 6,468,750 Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders ● if, and only if, there is a current registration statement in effect with respect to the share of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. 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. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the common stock issuable upon the exercise of the Private 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 Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Representative Shares The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Measurement of Financial Assets and Liabilities December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other 2021 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in the trust account $ 258,775,579 $ 258,775,579 $ — $ — Liabilities: Warrant liability (373,071 ) — — (373,071 ) Sponsor loans (235,551 ) - - (235,551 ) The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of comparable companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the quarter ended December 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: Schedule of Fair Value Input Measurement December 31, Stock price $ 9.73 Strike price $ 11.50 Term (in years) 5.50 Volatility 10.4 % Risk-free rate 1.30 % Dividend yield 0.0 % The following table presents the changes in the fair value of warrant liabilities: Schedule of Change in Fair value of Warrant Liabilities Private Placement Fair value as of December 31, 2020 $ — Initial measurement on February 16, 2021 666,643 Change in valuation inputs or other assumptions (293,572 ) Fair value as of December 31, 2021 $ 373,071

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 9 – Income Tax The Company’s net deferred tax assets are as follows: Schedule of Deferred Tax Assets December 31, Deferred tax asset Start-up Costs 298,468 Federal net operating loss 31,448 Total deferred tax asset 329,915 Valuation allowance (329,915 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Schedule of Income Tax Provision December 31, 2021 Federal Current $ — Current Federal Tax Expense Deferred 329,915 Deferred Federal Income Tax Expense 329,915 State Current — Current State Tax Expense Deferred — Deferred State Income Tax Expense Valuation allowance (329,915 ) Income tax provision $ — As of December 31, 2021, the Company had $ 149,750 in U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance of $ 329,915 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Schedule of Federal Income Tax Rate Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit — % Change in fair value of warrants 4.8 % Valuation allowance (25.8 )% Income tax provision — % The Company’s effective tax rates for the period presented differ from the expected (statutory) rates due to the recording of a full valuation allowances on deferred tax assets and the change in fair value of warrants. The Company files federal and Texas income tax returns and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020.
Marketable Securities Held in the Trust Account	Marketable Securities Held in the Trust Account At December 31, 2021, the Trust Account had $ 258,775,579
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 25,875,000 The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock Net income (loss) per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) exercise of over-allotment since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 25,875,000 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: Schedule of Computation of Basic and Diluted Net Income Per Share Common stock Common stock Common stock Common stock For the Year Ended For the Period from October 26, 2020 (Inception) through December 31, 2020 Common stock Common stock Common stock Common stock Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (969,498 ) $ (307,956 ) $ — $ (1,126 ) Denominator: Weighted-average shares outstanding 22,614,041 7,183,223 — 6,468,750 Basic and diluted net loss per common stock $ (0.04 ) $ (0.04 ) $ — $ (0.00 )
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 8.
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 warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 667,500 private placement warrants included as part of the private units as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Units have been estimated using Monte-Carlo simulations at each measurement date (see Note 8).
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Computation of Basic and Diluted Net Income Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: Schedule of Computation of Basic and Diluted Net Income Per Share Common stock Common stock Common stock Common stock For the Year Ended For the Period from October 26, 2020 (Inception) through December 31, 2020 Common stock Common stock Common stock Common stock Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (969,498 ) $ (307,956 ) $ — $ (1,126 ) Denominator: Weighted-average shares outstanding 22,614,041 7,183,223 — 6,468,750 Basic and diluted net loss per common stock $ (0.04 ) $ (0.04 ) $ — $ (0.00 )

Initial Public Offering (Tables

Initial Public Offering (Tables)	12 Months Ended
	Dec. 31, 2021
Initial Public Offering
Schedule of Redeemable Common Stock	As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Schedule of Redeemable Common Stock Gross proceeds from IPO $ 258,750,000 Less: Common stock issuance costs (5,695,735 ) Plus: Remeasurement of carrying value to redemption value 5,695,735 Contingently redeemable common stock $ 258,750,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurement of Financial Assets and Liabilities	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Measurement of Financial Assets and Liabilities December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other 2021 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in the trust account $ 258,775,579 $ 258,775,579 $ — $ — Liabilities: Warrant liability (373,071 ) — — (373,071 ) Sponsor loans (235,551 ) - - (235,551 )
Schedule of Fair Value Input Measurement	The following table provides quantitative information regarding Level 3 fair value measurements: Schedule of Fair Value Input Measurement December 31, Stock price $ 9.73 Strike price $ 11.50 Term (in years) 5.50 Volatility 10.4 % Risk-free rate 1.30 % Dividend yield 0.0 %
Schedule of Change in Fair value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Schedule of Change in Fair value of Warrant Liabilities Private Placement Fair value as of December 31, 2020 $ — Initial measurement on February 16, 2021 666,643 Change in valuation inputs or other assumptions (293,572 ) Fair value as of December 31, 2021 $ 373,071

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The Company’s net deferred tax assets are as follows: Schedule of Deferred Tax Assets December 31, Deferred tax asset Start-up Costs 298,468 Federal net operating loss 31,448 Total deferred tax asset 329,915 Valuation allowance (329,915 ) Deferred tax asset, net of allowance $ —
Schedule of Income Tax Provision	The income tax provision consists of the following: Schedule of Income Tax Provision December 31, 2021 Federal Current $ — Current Federal Tax Expense Deferred 329,915 Deferred Federal Income Tax Expense 329,915 State Current — Current State Tax Expense Deferred — Deferred State Income Tax Expense Valuation allowance (329,915 ) Income tax provision $ —
Schedule of Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Schedule of Federal Income Tax Rate Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit — % Change in fair value of warrants 4.8 % Valuation allowance (25.8 )% Income tax provision — %

Organization, Liquidity and G_2

Organization, Liquidity and Going Concern Considerations, and Business Operations (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Dec. 31, 2020	Dec. 31, 2021	Nov. 04, 2021	Jan. 21, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price per share				$ 10
Gross proceeds from issuance of initial public offering				$ 258,750,000
Transaction cost				5,695,720
Underwriting discount				5,175,000
Other offering cost				520,720
Proceeds from Issuance Initial Public Offering			$ 25,000	253,575,000
Cash			$ 27,983	7,708
Business combination costs				$ 527,872
Amended and Restated Certificate of Incorporation [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination description				Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
Public Stockholders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net tangible assets				$ 5,000,001
Holder [Member] | Trust Account [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination description				In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor 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, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (with the exception of its independent registered public accountant), prospective target businesses or 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.
Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount						$ 200,000
Financing And Acquisition Plans [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash				$ 7,708
Working capital				$ 643,361
Maximum [Member] | Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount					$ 1,500,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units to be issued		22,500,000
Share price per share	$ 10	$ 10
Gross proceeds from issuance of initial public offering		$ 225,000,000
Proceeds from Issuance Initial Public Offering	$ 258,750,000
IPO [Member] | Amended and Restated Certificate of Incorporation [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination description				The Company will have until 24 months from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units to be issued	67,500			600,000
Share price per share				$ 10
Gross proceeds from issuance of initial public offering	$ 675,000
Gross proceeds from issuance of private placement				$ 6,000,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price per share	$ 10
Gross proceeds from issuance of initial public offering	$ 33,750,000
Options exercised	3,375,000
Over-Allotment Option [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Options granted		3,375,000		3,375,000

Schedule of Computation of Basi

Schedule of Computation of Basic and Diluted Net Income Per Share (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Allocation of net loss	$ (1,126)	$ (1,277,454)
Weighted-average shares outstanding	6,468,750	7,183,223
Basic and diluted net loss per common stock	$ 0	$ (0.04)
Common Stock Subject To Redemption [Member]
Allocation of net loss		$ (969,498)
Weighted-average shares outstanding		22,614,041
Basic and diluted net loss per common stock		$ (0.04)
Common Stock Not Subject To Redemption [Member]
Allocation of net loss	$ (1,126)	$ (307,956)
Weighted-average shares outstanding	6,468,750	7,183,223
Basic and diluted net loss per common stock	$ 0	$ (0.04)

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash equivalents	$ 0	$ 0
Assets held in trust account	258,775,579
FDIC insured amount	$ 250,000
Common stock subject to possible redemption, shares	25,875,000	0
Warrants exercisable purchase shares	25,875,000
Warrant [Member]
Sale of private units, net of initial fair value of private warrants	667,500

Schedule of Redeemable Common S

Schedule of Redeemable Common Stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Initial Public Offering
Gross proceeds from IPO	$ 258,750,000
Common stock issuance costs	(5,695,735)
Remeasurement of carrying value to redemption value	5,695,735
Contigently redeemable common stock	$ 258,750,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Dec. 31, 2020	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share				$ 10
Stock issued new issues	25,875,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued new issues			6,468,750
Holder [Member] | Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price		$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units		22,500,000
Sale of stock price per share		$ 10
Stock unit description		Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (“Public Warrant”).
Shares issued price per share	$ 10	$ 10
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share	$ 10
Stock issued stock options exercised	3,375,000
Common stock held in trust	$ 258,750,000
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued stock options exercised	3,375,000

Private Units (Details Narrativ

Private Units (Details Narrative) - Sponsor [Member] - USD ($)	Feb. 24, 2021	Feb. 16, 2021
Private Placement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of stock, shares		600,000
Sale of stock, per share		$ 10
Sale of stock, value		$ 6,000,000
Over-Allotment Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of stock, shares	67,500
Proceeds from sale of units	$ 675,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Nov. 04, 2021	Feb. 24, 2021	Dec. 16, 2020	Nov. 24, 2020	Dec. 31, 2020	Dec. 31, 2021	Aug. 31, 2021	May 31, 2021	Jan. 21, 2021
Related Party Transaction [Line Items]
Number of stock issued		25,875,000
Stock Issued During Period, Value, New Issues					$ 25,000
Stock dividend per share			$ 0.125
Debt conversion of convertible debt	$ 1,500,000
Share price						$ 9.73
Advance Agreement [Member]
Related Party Transaction [Line Items]
Notes payable						$ 1,264,449
Share price						$ 1.50
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount									$ 200,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt conversion of convertible debt						$ 1,500,000
Debt conversion price per share						$ 10
Sponsor [Member]
Related Party Transaction [Line Items]
Number of stock issued			6,468,750
Common stock shares subject to forfeiture			843,750	750,000
Sponsor [Member] | Promissory Note [Member] | Advancement Agreement [Member]
Related Party Transaction [Line Items]
Notes payable	$ 175,551
Sponsor [Member] | Promissory Note [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Debt instrument face amount							$ 500,000	$ 300,000
Underwriters [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture		843,750
Founder Shares [Member]
Related Party Transaction [Line Items]
Number of stock issued				5,750,000
Stock Issued During Period, Value, New Issues				$ 25,000
Stokck issued and outstanding percentage				20.00%

Commitments & Contingencies (De

Commitments & Contingencies (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Dec. 31, 2020	Dec. 31, 2021
Loss Contingencies [Line Items]
Gross proceeds from issuance of initial public offering				$ 258,750,000
Gross proceeds of proposed public offering			$ 25,000	$ 253,575,000
Underwriting Agreement [Member] | Underwriters [Member]
Loss Contingencies [Line Items]
Cash underwriting discount percentage	2.00%
Gross proceeds of proposed public offering	$ 5,175,000
IPO [Member]
Loss Contingencies [Line Items]
Gross proceeds from issuance of initial public offering		$ 225,000,000
Gross proceeds of proposed public offering	$ 258,750,000
IPO [Member] | Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Underwriting agreement description		The underwriters had a 45-day option beginning February 16, 2021 to purchase up to an additional
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Options erercised	3,375,000
Gross proceeds from issuance of initial public offering	$ 33,750,000
Over-Allotment Option [Member] | Underwriters [Member]
Loss Contingencies [Line Items]
Options erercised	3,375,000
Over-Allotment Option [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Options granted		3,375,000		3,375,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares	Feb. 24, 2021	Dec. 16, 2020	Nov. 24, 2020	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Preferred Stock, Shares Authorized				1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Preferred stock, shares issued				0	0
Preferred stock, shares outstanding				0	0
Common stock shares authorized				100,000,000	100,000,000
Common stock, par value				$ 0.0001	$ 0.0001
Common stock dividends per share declared		$ 0.125
Class B common stock issued to initial stockholder (1)	25,875,000
Common stock, shares issued				7,286,250	6,468,750
Common stock, shares outstanding				7,286,250	6,468,750
Common stock subject to possible redemption shares				25,875,000	0
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant per share				$ 0.01
Warrant exercisable description				if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders
Public Warrants [Member] | Warrant Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercisable description				In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Class B common stock issued to initial stockholder (1)		6,468,750
Number of shares common stock subject to repurchase or cancellation		843,750	750,000
Underwriters [Member] | Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares common stock subject to repurchase or cancellation	843,750

Schedule of Fair Value Measurem

Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details)	Dec. 31, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 258,775,579
Warrant liabilities	(373,071)
Sponsor loans	(235,551)
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	258,775,579
Warrant liabilities
Sponsor loans
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Warrant liabilities
Sponsor loans
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Warrant liabilities	(373,071)
Sponsor loans	$ (235,551)

Schedule of Fair Value Input Me

Schedule of Fair Value Input Measurement (Details)	12 Months Ended
	Dec. 31, 2021$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 9.73
Strike price	$ 11.50
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input term	5 years 6 months
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	10.4
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	1.30
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	0

Schedule of Change in Fair valu

Schedule of Change in Fair value of Warrant Liabilities (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value Disclosures [Abstract]
Fair value beginning balance
Initial measurement on February 16, 2021	666,643
Change in valuation inputs or other assumptions	(293,572)
Fair value ending balance	$ 373,071

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets (Details)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Start-up Costs	$ 298,468
Federal net operating loss	31,448
Total deferred tax asset	329,915
Valuation allowance	(329,915)
Deferred tax asset, net of allowance

Schedule of Income Tax Provisio

Schedule of Income Tax Provision (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Current Federal Tax Expense
Deferred Federal Income Tax Expense	329,915
Current State Tax Expense
Deferred State Income Tax Expense
Valuation allowance	(329,915)
Income tax provision

Schedule of Federal Income Tax

Schedule of Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit
Change in fair value of warrants	4.80%
Valuation allowance	(25.80%)
Income tax provision

Income Tax (Details Narrative)

Income Tax (Details Narrative)	12 Months Ended
	Dec. 31, 2021USD ($)
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 329,915
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryovers	$ 149,750