Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 23, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-40002 | |
Entity Registrant Name | Sustainable Development Acquisition I Corp. | |
Entity Central Index Key | 0001837248 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4353398 | |
Entity Address, Address Line One | 5701 Truxtun Avenue | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Bakersfield | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93309 | |
City Area Code | 323 | |
Local Phone Number | 329-8221 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | SDACU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | SDAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 31,625,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | SDACW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,906,250 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash | $ 222,014 | $ 1,013,843 |
Prepaid Expenses | 381,446 | 577,500 |
Total current assets | 603,460 | 1,591,343 |
Prepaid expenses - non-current portion | 0 | 54,418 |
Marketable securities held in Trust Account | 316,618,130 | 316,273,116 |
Total Assets | 317,221,590 | 317,918,877 |
Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit | ||
Accrued offering costs and expenses | 532,461 | 780,704 |
Income Tax Payable | 14,307 | 0 |
Total Current Liabilities | 546,768 | 780,704 |
Deferred underwriting fee | 10,631,250 | 10,631,250 |
Warrant liability | 2,040,165 | 14,878,193 |
Total liabilities | 13,218,183 | 26,290,147 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, $0.0001 par value, 31,625,000 stocks at redemption value of $10.00 per share | 316,303,823 | 316,250,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,301,207) | (24,622,061) |
Total Stockholders' Deficit | (12,300,416) | (24,621,270) |
Total Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit | 317,221,590 | 317,918,877 |
Class A Common Stock [Member] | ||
Stockholders' Deficit: | ||
Common stock | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit: | ||
Common stock | $ 791 | $ 791 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit | ||
Common stock subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption (in shares) | 31,625,000 | 31,625,000 |
Common stock subject to possible redemption, redemption value (in dollars per share) | $ 10 | $ 10 |
Stockholders' Deficit: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit | ||
Common stock subject to possible redemption (in shares) | 31,625,000 | |
Stockholders' Deficit: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 7,906,250 | 7,906,250 |
Common stock, shares outstanding (in shares) | 7,906,250 | 7,906,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating costs | $ 462,637 | $ 359,059 | $ 794,058 | $ 545,202 |
Loss from Operations | (462,637) | (359,059) | (794,058) | (545,202) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 337,215 | 7,197 | 345,014 | 8,757 |
Offering costs allocated to warrants | 0 | 0 | 0 | (1,027,907) |
Excess of fair value over cash received for private placement warrants | 0 | 0 | 0 | (1,939,600) |
Change in fair value of warrant liability | 5,523,119 | (8,149,858) | 12,838,028 | 4,309,017 |
Total other income (expense), net | 5,860,334 | (8,142,661) | 13,183,042 | 1,350,267 |
Income (Loss) before provision for income taxes | 5,397,697 | (8,501,720) | 12,388,984 | 805,065 |
Provision for income taxes | (14,307) | 0 | (14,307) | 0 |
Net income (loss) | $ 5,383,390 | $ (8,501,720) | $ 12,374,677 | $ 805,065 |
Class A Common Stock [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | 31,625,000 | 31,625,000 | 31,625,000 | 24,636,050 |
Diluted weighted average shares outstanding (in shares) | 31,625,000 | 31,625,000 | 31,625,000 | 24,636,050 |
Basic net income (loss) per share (in dollars per share) | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
Diluted net income (loss) per share (in dollars per share) | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
Class B Common Stock [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | 7,906,250 | 7,906,250 | 7,906,250 | 7,678,349 |
Diluted weighted average shares outstanding (in shares) | 7,906,250 | 7,906,250 | 7,906,250 | 7,678,349 |
Basic net income (loss) per share (in dollars per share) | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
Diluted net income (loss) per share (in dollars per share) | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] Class A [Member] | Common Stock [Member] Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 791 | $ 24,209 | $ (2,412) | $ 22,588 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,906,250 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 9,306,785 | 9,306,785 |
Remeasurement of common stock subject to possible redemption | (24,209) | (35,035,527) | (35,059,736) | ||
Ending balance at Mar. 31, 2021 | $ 0 | $ 791 | 0 | (25,731,154) | (25,730,363) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 7,906,250 | |||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 791 | 24,209 | (2,412) | 22,588 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,906,250 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | 805,065 | ||||
Ending balance at Jun. 30, 2021 | $ 0 | $ 791 | 0 | (34,232,874) | (34,232,083) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 7,906,250 | |||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 791 | 0 | (25,731,154) | (25,730,363) |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 7,906,250 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | (8,501,720) | (8,501,720) |
Ending balance at Jun. 30, 2021 | $ 0 | $ 791 | 0 | (34,232,874) | (34,232,083) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 7,906,250 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 791 | 0 | (24,622,061) | (24,621,270) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,906,250 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 6,991,287 | 6,991,287 |
Ending balance at Mar. 31, 2022 | $ 0 | $ 791 | 0 | (17,630,774) | (17,629,983) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 7,906,250 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 791 | 0 | (24,622,061) | (24,621,270) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,906,250 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | 12,374,677 | ||||
Ending balance at Jun. 30, 2022 | $ 0 | $ 791 | 0 | (12,301,207) | (12,300,416) |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 7,906,250 | |||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 791 | 0 | (17,630,774) | (17,629,983) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 7,906,250 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 5,383,390 | 5,383,390 |
Remeasurement of common stock subject to possible redemption | 0 | (53,823) | (53,823) | ||
Ending balance at Jun. 30, 2022 | $ 0 | $ 791 | $ 0 | $ (12,301,207) | $ (12,300,416) |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 7,906,250 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from operating activities: | |||||||
Net income | $ 5,383,390 | $ 6,991,287 | $ (8,501,720) | $ 9,306,785 | $ 12,374,677 | $ 805,065 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Interest earned on marketable securities held in Trust Account | (337,215) | (7,197) | (345,014) | (8,757) | |||
Offering costs allocated to warrants | 0 | 0 | 0 | 1,027,907 | |||
Excess of fair value over cash received for private placement warrants | 0 | 0 | 0 | 1,939,600 | |||
Change in fair value of warrant liability | (12,838,028) | (4,309,017) | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 250,472 | (900,376) | |||||
Accrued expenses | (248,243) | 115,000 | |||||
Income Tax Payable | 14,307 | 0 | |||||
Net cash used in operating activities | (791,829) | (1,330,578) | |||||
Cash Flows from Investing Activities: | |||||||
Investment of cash in Trust Account | 0 | (316,250,000) | |||||
Net cash used in investing activities | 0 | (316,250,000) | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from sale of Units, net of underwriting discounts | 0 | 310,175,000 | |||||
Proceeds from sale of Private Warrants | 0 | 9,325,000 | |||||
Proceeds from issuance of promissory note to Sponsor | 0 | 121,228 | |||||
Payments on promissory issued to Sponsor | 0 | (136,678) | |||||
Payment of deferred offering costs | 0 | (589,730) | |||||
Net cash provided by financing activities | 0 | 318,894,820 | |||||
Net change in cash | (791,829) | 1,314,242 | |||||
Cash, beginning of period | $ 1,013,843 | $ 0 | 1,013,843 | 0 | $ 0 | ||
Cash, end of the period | $ 222,014 | $ 1,314,242 | 222,014 | 1,314,242 | $ 1,013,843 | ||
Supplemental disclosure of cash flow information: | |||||||
Remeasurement of common stock subject to possible redemption | 53,823 | 35,125,585 | |||||
Deferred underwriters' discount payable charged to additional paid-in capital | $ 0 | $ 10,631,250 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Sustainable Development Acquisition I Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 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 As of June the Company had not commenced any operations. All activity through June relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2021 (the “Effective Date”). On February 9, 2021, the Company consummated the IPO of 31,625,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold (the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at $10.00 per Unit, generating gross proceeds of $316,250,000, which is discussed in Note 3. Each Unit consists of one share of Class A common stock and one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 9,325,000 warrants $1.00 Transaction costs of the IPO amounted to $17,404,019 consisting of $6,075,000 of underwriting discount, $10,631,250 of deferred underwriting discount, and $697,769 of other offering costs . Following the closing of the IPO on February 9, 2021, $316,250,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the net proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 The Company will have only 24 months from February 9, 2021, the closing of the IPO, to complete an initial Business Combination . However, if the Company does not complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate . The initial stockholders have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares and any public shares held by them in favor of the initial Business Combination . The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern As of June 30, the Company had approximately in its operating bank account and working capital of approximately The Company’s liquidity needs up to February 9, had been satisfied through a capital contribution from the Sponsor of (see Note for the founder shares and the loan under an unsecured promissory note from the Sponsor of (see Note . The promissory note from the Sponsor was outstanding at February and paid in full as of February (see Note . Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of June there were no amounts outstanding under any working capital loan. If the Company does not consummate an initial business combination by February 9, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 - 40, “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition due to insufficient working capital and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 9, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID- 19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2 (a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of (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 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) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company as of June and December Marketable Securities Held in Trust Account As of June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note and Note in accordance with Accounting Standards Codification (“ASC”) - “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of the change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 - -S - Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the Initial Public Offering. Common Stock Subject to Possible Redemption All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 - 10 -S 99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at June 30, 2022 and December 31, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of June 30, is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,306,111 ) Plus: Remeasurement of carrying value to redemption value 35,059,736 Class A common stock subject to possible redemption at December 31, 2021 $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 53,823 Class A common stock subject to possible redemption at June 30, 2022 $ 316,303,823 Share Based Compensation The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation., which are described in Note The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model. The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.27% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.12% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, and December The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next months. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the years presented. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Common Stock Net income (loss) allocable to Class A common stock $ 4,306,712 $ (6,801,376 ) $ 9,899,742 $ 613,770 Basic and diluted weighted average shares outstanding 31,625,000 31,625,000 31,625,000 24,636,050 Basic and diluted net income (loss) per common share $ 0.14 $ (0.22 ) $ 0.31 $ 0.02 Class B Common Stock Net income (loss) allocable to Class B common stock $ 1,076,678 $ (1,700,344 ) $ 2,474,935 $ 191,295 Basic and diluted weighted average shares outstanding 7,906,250 7,906,250 7,906,250 7,678,349 Basic and diluted net income (loss) per common share $ 0.14 $ (0.22 ) $ 0.31 $ 0.02 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. R ecent Accounting Pronouncements In August 2020, the FASB issued ASU - “Debt-Debt with Conversion and Other Options” (Subtopic - and “Derivatives and Hedging-Contracts in Entity’s Own Equity” (Subtopic - : “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU - ”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU - on January Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering Public Units On February 9, 2021, the Company sold 31,625,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock, and one-half Public Warrants Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 9, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation . 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 Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”) , (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “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 the higher of the Market Value and the Newly Issued Price The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit . Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) ● if, and only if, the last reported sale price of the Class A common stock for any 20 30-trading day period ending three equals or exceeds $18.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like) Redemption of Warrants When the Price per 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 the “fair market value” of the Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below ; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like) ; and ● if the Reference Value is less than $18.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten third |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 9,325,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,325,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On December 18, 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 shares of Class B common stock for a capital contribution of $25,000. On February 4, 2021, the Company effected a stock dividend of one-tenth election to fully exercise their over-allotment option, on February 9, 2021, the 1,031,250 shares are no longer subject to forfeiture In January 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent directors, as an inducement to serve as directors of the Company, for a sales price of $0.003 per share, or an aggregate of $261 (the “purchase price”). The estimated fair value of the Founder Shares granted to the Company’s director nominees, was approximately $518,062, or $6.91 per share, which was calculated using a valuation model that takes into account various assumptions such as the probability of successfully completing a business combination and various other factors. The Company will record the fair value of the transferred shares as director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property Notwithstanding the foregoing, if (A) the last reported sales price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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 (B) the Company consummates a transaction after the initial Business Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up Promissory Note - Related Party On December 18, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of July 15, 2021 or the completion of the IPO. As of February 9, 2021, the Company has drawn down $136,678 under the promissory note. On February 11, 2021, the Company paid the $136,678 balance on the note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At June 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,125,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 9, 2021, the underwriter fully exercised its over-allotment option. Upon consummation of the IPO on February 9, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,075,000 in the aggregate. The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $10,631,250 in the aggregate, excluding 1,250,000 units purchased by an affiliate of the Sponsor upon which the underwriters are not entitled to a fee. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement . Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 7 - Stockholders’ Equity Preferred Stock - The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each At June 30, and December Class A Common Stock - The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par value of $0.0001 each At June 30, and December there were shares subject to possible redemption. Class B Common stock - The Company is authorized to issue a total of 10,000,000 shares of Class B common stock at par value of $0.0001 each At June 30, and December The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of the Company’s Class A common stock equals or exceeds The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Company’s initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote except as required by law. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 - 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 at June 30, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 316,618,130 $ 316,618,130 $ - $ - Liabilities: Public Warrants Liability $ 1,265,000 $ 1,265,000 $ - $ - Private Placement Warrants Liability 775,165 - - 775,165 $ 2,040,165 $ 1,265,000 $ - $ 775,165 The Warrants are accounted for as liabilities in accordance with ASC 815 - and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Company established the initial fair value of the Public Warrants and Private Warrants on February 9, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of December 31, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of June 30, 2022 and December 31, 2021, due to the use of unobservable inputs. The transfer from Level 3 to Level 1 for the Public Warrants occurred on March 31, 2021 due to the use of the observed trading price of the separated Public Warrants. The following table presents the changes in Level 3 liabilities for the three and six months ended June : Fair Value at January 1, $ 5,550,399 Change in fair value of public and private warrants (2,722,959 ) Fair Value of private warrants at March 31, $ 2,827,440 Change in fair value of public and private warrants (2,052,275 ) Fair Value of private warrants at June 30, 2022 $ 775,165 The key inputs into the Monte Carlo simulation as of June 30, and December were as follows: Inputs June 30, 2022 December 31, 2021 Risk-free interest rate 3.02 % 1.32 % Expected term remaining (years) 5.54 5.60 Expected volatility 6.7 % 10.7 % Stock price $ 9.84 $ 9.74 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. 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) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company as of June and December |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note and Note in accordance with Accounting Standards Codification (“ASC”) - “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of the change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 - -S - Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the Initial Public Offering. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 - 10 -S 99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at June 30, 2022 and December 31, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of June 30, is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,306,111 ) Plus: Remeasurement of carrying value to redemption value 35,059,736 Class A common stock subject to possible redemption at December 31, 2021 $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 53,823 Class A common stock subject to possible redemption at June 30, 2022 $ 316,303,823 |
Share Based Compensation | Share Based Compensation The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation., which are described in Note The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model. The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.27% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.12% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, and December The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next months. |
Net Income Per Share | Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the years presented. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Common Stock Net income (loss) allocable to Class A common stock $ 4,306,712 $ (6,801,376 ) $ 9,899,742 $ 613,770 Basic and diluted weighted average shares outstanding 31,625,000 31,625,000 31,625,000 24,636,050 Basic and diluted net income (loss) per common share $ 0.14 $ (0.22 ) $ 0.31 $ 0.02 Class B Common Stock Net income (loss) allocable to Class B common stock $ 1,076,678 $ (1,700,344 ) $ 2,474,935 $ 191,295 Basic and diluted weighted average shares outstanding 7,906,250 7,906,250 7,906,250 7,678,349 Basic and diluted net income (loss) per common share $ 0.14 $ (0.22 ) $ 0.31 $ 0.02 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value. |
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 depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Recent Accounting Pronouncements | R ecent Accounting Pronouncements In August 2020, the FASB issued ASU - “Debt-Debt with Conversion and Other Options” (Subtopic - and “Derivatives and Hedging-Contracts in Entity’s Own Equity” (Subtopic - : “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU - ”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU - on January Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not 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) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies [Abstract] | |
Reconciliation of Class A Common Stock Subject to Possible Redemption | The Class A common stock subject to possible redemption reflected on the balance sheet as of June 30, is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,306,111 ) Plus: Remeasurement of carrying value to redemption value 35,059,736 Class A common stock subject to possible redemption at December 31, 2021 $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 53,823 Class A common stock subject to possible redemption at June 30, 2022 $ 316,303,823 |
Basic and Diluted Income per Common Share | Accordingly, basic and diluted income per common share is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Common Stock Net income (loss) allocable to Class A common stock $ 4,306,712 $ (6,801,376 ) $ 9,899,742 $ 613,770 Basic and diluted weighted average shares outstanding 31,625,000 31,625,000 31,625,000 24,636,050 Basic and diluted net income (loss) per common share $ 0.14 $ (0.22 ) $ 0.31 $ 0.02 Class B Common Stock Net income (loss) allocable to Class B common stock $ 1,076,678 $ (1,700,344 ) $ 2,474,935 $ 191,295 Basic and diluted weighted average shares outstanding 7,906,250 7,906,250 7,906,250 7,678,349 Basic and diluted net income (loss) per common share $ 0.14 $ (0.22 ) $ 0.31 $ 0.02 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 316,618,130 $ 316,618,130 $ - $ - Liabilities: Public Warrants Liability $ 1,265,000 $ 1,265,000 $ - $ - Private Placement Warrants Liability 775,165 - - 775,165 $ 2,040,165 $ 1,265,000 $ - $ 775,165 |
Changes in Level 3 Liabilities | The following table presents the changes in Level 3 liabilities for the three and six months ended June : Fair Value at January 1, $ 5,550,399 Change in fair value of public and private warrants (2,722,959 ) Fair Value of private warrants at March 31, $ 2,827,440 Change in fair value of public and private warrants (2,052,275 ) Fair Value of private warrants at June 30, 2022 $ 775,165 |
Key Inputs into Monte Carlo Simulation | The key inputs into the Monte Carlo simulation as of June 30, and December were as follows: Inputs June 30, 2022 December 31, 2021 Risk-free interest rate 3.02 % 1.32 % Expected term remaining (years) 5.54 5.60 Expected volatility 6.7 % 10.7 % Stock price $ 9.84 $ 9.74 |
Organization and Business Ope_2
Organization and Business Operations, Summary (Details) | 6 Months Ended | 12 Months Ended | |||
Feb. 09, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) Business $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Aug. 12, 2019 $ / shares | |
Organization and Business Operations [Abstract] | |||||
Gross proceeds from initial public offering | $ 0 | $ 310,175,000 | |||
Gross proceeds from private placement | 0 | 9,325,000 | |||
Cash deposited in Trust Account | $ 0 | $ 316,250,000 | |||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | ||||
Minimum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of operating businesses included in initial Business Combination | Business | 1 | ||||
Maximum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||||
Class A Common Stock [Member] | Minimum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 12 | ||||
Initial Public Offering [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 31,625,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from initial public offering | $ 316,250,000 | $ 316,250,000 | |||
Transaction costs | 17,404,019 | ||||
Underwriting discount | 6,075,000 | ||||
Deferred underwriting discount | 10,631,250 | ||||
Other offering costs | 697,769 | ||||
Cash deposited in Trust Account | $ 316,250,000 | ||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||||
Redemption price (in dollars per share) | $ / shares | $ 10 | ||||
Initial Public Offering [Member] | Public Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of securities called by each unit (in shares) | shares | 0.5 | ||||
Warrants exercise price (In dollars per share) | $ / shares | $ 11.50 | 11.50 | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of securities called by each unit (in shares) | shares | 1 | ||||
Initial Public Offering [Member] | Class A Common Stock [Member] | Public Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of common stock called by each warrant (in shares) | shares | 1 | ||||
Over-Allotment Option [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 4,125,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 1 | $ 1 | |||
Number of common stock called by each warrant (in shares) | shares | 1 | ||||
Warrants exercise price (In dollars per share) | $ / shares | $ 11.50 | ||||
Warrants issued (in shares) | shares | 9,325,000 | 9,325,000 | |||
Gross proceeds from private placement | $ 9,325,000 | $ 9,325,000 |
Organization and Business Ope_3
Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | Feb. 09, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Liquidity and Capital Resources [Abstract] | |||
Cash in operating bank account | $ 222,014 | $ 1,013,843 | |
Working capital | 170,999 | ||
Sponsor [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Capital contribution | $ 25,000 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Unsecured promissory note | $ 136,678 | ||
Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Outstanding loan | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies, Common Stock Subject to Possible Redemption (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Feb. 09, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | ||||
Shares subject to possible redemption (in shares) | 31,625,000 | 31,625,000 | ||
Gross Proceeds | $ 0 | $ 310,175,000 | ||
Class A common stock issuance costs | 0 | $ (589,730) | ||
Class A common stock subject to possible redemption | $ 316,303,823 | $ 316,250,000 | ||
Class A Common Stock [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Shares subject to possible redemption (in shares) | 31,625,000 | |||
Initial Public Offering [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross Proceeds | $ 316,250,000 | 316,250,000 | ||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Class A common stock issuance costs | (16,306,111) | |||
Remeasurement of carrying value to redemption value | $ 53,823 | 35,059,736 | ||
Class A common stock subject to possible redemption | $ 316,303,823 | 316,250,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Proceeds allocated to Public Warrants | $ (18,753,625) |
Significant Accounting Polici_6
Significant Accounting Policies, Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |||||
Effective tax rate | 0.27% | 0% | 0.12% | 0% | |
Statutory tax rate | 21% | 21% | 21% | 21% | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies, Net Income Per Share (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) Class $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | |
Net Income (Loss) Per Share [Abstract] | ||||
Number of share classes reported | Class | 2 | |||
Shares excluded in calculation of diluted loss per share (in shares) | 25,137,500 | 25,137,500 | ||
Class A Common Stock [Member] | ||||
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net income (loss) allocable to common stock | $ | $ 4,306,712 | $ (6,801,376) | $ 9,899,742 | $ 613,770 |
Weighted Average Number of Shares Outstanding [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 31,625,000 | 31,625,000 | 31,625,000 | 24,636,050 |
Diluted weighted average shares outstanding (in shares) | 31,625,000 | 31,625,000 | 31,625,000 | 24,636,050 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
Class B Common Stock [Member] | ||||
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net income (loss) allocable to common stock | $ | $ 1,076,678 | $ (1,700,344) | $ 2,474,935 | $ 191,295 |
Weighted Average Number of Shares Outstanding [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 7,906,250 | 7,906,250 | 7,906,250 | 7,678,349 |
Diluted weighted average shares outstanding (in shares) | 7,906,250 | 7,906,250 | 7,906,250 | 7,678,349 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ 0.14 | $ (0.22) | $ 0.31 | $ 0.02 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 6 Months Ended | |
Feb. 09, 2021 | Jun. 30, 2022 | |
Public Warrants [Abstract] | ||
Period to exercise warrants after business combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Expiration period of warrants | 5 years | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Period for registration statement to become effective | 60 days | |
Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Common Stock [Member] | Minimum [Member] | ||
Public Units [Abstract] | ||
Unit price (in dollars per share) | $ 12 | |
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Public Warrants [Abstract] | ||
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Trading days before notice to warrant holders | 3 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Public Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 10 days | |
Warrant redemption price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Public Units [Abstract] | ||
Number of common stock called by each warrant (in shares) | 0.361 | |
Initial Public Offering [Member] | ||
Public Units [Abstract] | ||
Units issued (in shares) | 31,625,000 | |
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 0.5 | |
Public Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 1 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | Public Warrants [Member] | ||
Public Units [Abstract] | ||
Number of common stock called by each warrant (in shares) | 1 | |
Initial Public Offering [Member] | Common Stock [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 1 | |
Number of common stock called by each warrant (in shares) | 1 | |
Over-Allotment Option [Member] | ||
Public Units [Abstract] | ||
Units issued (in shares) | 4,125,000 | |
Unit price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Public Warrants [Abstract] | ||
Percentage multiplier | 115% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days |
Private Placement (Details)
Private Placement (Details) - USD ($) | 6 Months Ended | ||
Feb. 09, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Private Placement [Abstract] | |||
Proceeds from private placement of warrants | $ 0 | $ 9,325,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 9,325,000 | 9,325,000 | |
Share price (in dollars per share) | $ 1 | $ 1 | |
Proceeds from private placement of warrants | $ 9,325,000 | $ 9,325,000 | |
Number of common stock called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Holding period for transfer, assignment or sale of warrants | 30 days |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | 1 Months Ended | 6 Months Ended | |||||
Feb. 09, 2021 USD ($) shares | Dec. 18, 2020 USD ($) shares | Jan. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 Director $ / shares shares | Dec. 31, 2021 shares | Feb. 04, 2021 shares | Feb. 03, 2021 shares | |
Related Party Transactions [Abstract] | |||||||
Number of directors | Director | 3 | ||||||
Threshold trading days | 20 days | ||||||
Threshold consecutive trading days | 30 days | ||||||
Class A Common Stock [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Common stock, shares issued (in shares) | 0 | 0 | |||||
Common stock, shares outstanding (in shares) | 0 | 0 | |||||
Threshold trading days | 20 days | ||||||
Threshold consecutive trading days | 30 days | ||||||
Class A Common Stock [Member] | Minimum [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Share price (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold period after initial business combination | 150 days | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Common stock, shares issued (in shares) | 7,906,250 | 7,906,250 | |||||
Common stock, shares outstanding (in shares) | 7,906,250 | 7,906,250 | |||||
Sponsor [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Proceeds from issuance of common stock to Sponsor | $ | $ 25,000 | ||||||
Number of shares no longer subject to forfeiture (in shares) | 1,031,250 | ||||||
Sponsor [Member] | Class A Common Stock [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Period to not transfer, assign or sell Founder Shares | 1 year | ||||||
Sponsor [Member] | Class B Common Stock [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Shares issued (in shares) | 7,187,500 | ||||||
Proceeds from issuance of common stock to Sponsor | $ | $ 25,000 | ||||||
Stock dividend (in shares) | 0.1 | ||||||
Common stock, shares issued (in shares) | 7,906,250 | ||||||
Common stock, shares outstanding (in shares) | 7,906,250 | ||||||
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Common stocks subject to forfeiture (in shares) | 1,031,250 | 937,500 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Director [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Share price (in dollars per share) | $ / shares | $ 0.003 | ||||||
Purchase price of shares | $ | $ 261 | ||||||
Fair value of founder shares granted | $ | $ 518,062 | ||||||
Fair value of founder shares granted (in dollars per share) | $ / shares | $ 6.91 | ||||||
Sponsor [Member] | Class B Common Stock [Member] | Director 1 [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Shares issued (in shares) | 25,000 | ||||||
Sponsor [Member] | Class B Common Stock [Member] | Director 2 [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Shares issued (in shares) | 25,000 | ||||||
Sponsor [Member] | Class B Common Stock [Member] | Director 3 [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Shares issued (in shares) | 25,000 |
Related Party Transactions, Pro
Related Party Transactions, Promissory Note (Details) - USD ($) | 6 Months Ended | ||||
Feb. 11, 2021 | Feb. 09, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 18, 2020 | |
Related Party Transactions [Abstract] | |||||
Amount drawn | $ 0 | $ 121,228 | |||
Payment of debt to related party | $ 0 | $ 136,678 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transactions [Abstract] | |||||
Aggregate principal amount of note | $ 300,000 | ||||
Amount drawn | $ 136,678 | ||||
Payment of debt to related party | $ 136,678 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Conversion price (in dollars per share) | $ 1 | |
Loans outstanding | $ 0 | $ 0 |
Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 2,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Feb. 09, 2021 USD ($) $ / shares shares | Jun. 30, 2022 Demand |
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments (in shares) | 4,125,000 | |
Underwriter fee discount | 2% | |
Underwriting discount | $ | $ 6,075,000 | |
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ | $ 10,631,250 | |
Number of units purchased by an affiliate (in shares) | 1,250,000 | |
Maximum [Member] | ||
Registration Rights [Abstract] | ||
Number of demands eligible security holder can make | Demand | 3 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 4,125,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended | |
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock subject to possible redemption (in shares) | 31,625,000 | 31,625,000 |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |
Stock conversion percentage threshold | 20% | |
Votes per share | Vote | 1 | |
Class A Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Common stock subject to possible redemption (in shares) | 31,625,000 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Common Stock [Member] | Minimum [Member] | ||
Stockholders' Equity [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 12 | |
Period after initial business combination | 150 days | |
Class B Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 7,906,250 | 7,906,250 |
Common stock, shares outstanding (in shares) | 7,906,250 | 7,906,250 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] | Jun. 30, 2022 USD ($) |
Assets [Abstract] | |
U.S. Money Market held in Trust Account | $ 316,618,130 |
Liabilities [Abstract] | |
Warrants liability | 2,040,165 |
Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 1,265,000 |
Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 775,165 |
Level 1 [Member] | |
Assets [Abstract] | |
U.S. Money Market held in Trust Account | 316,618,130 |
Liabilities [Abstract] | |
Warrants liability | 1,265,000 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 1,265,000 |
Level 1 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 2 [Member] | |
Assets [Abstract] | |
U.S. Money Market held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 2 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 2 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 3 [Member] | |
Assets [Abstract] | |
U.S. Money Market held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrants liability | 775,165 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | $ 775,165 |
Fair Value Measurements, Change
Fair Value Measurements, Changes in Level 3 Liabilities (Details) - Warrants [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, beginning of period | $ 2,827,440 | $ 5,550,399 |
Change in fair value of public and private warrants | (2,052,275) | (2,722,959) |
Fair Value, end of period | $ 775,165 | $ 2,827,440 |
Fair Value Measurements, Key In
Fair Value Measurements, Key Inputs into Monte Carlo Simulation (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Expected term remaining | 5 years | |
Warrants [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Expected term remaining | 5 years 6 months 14 days | 5 years 7 months 6 days |
Warrants [Member] | Risk-free Interest Rate [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 0.0302 | 0.0132 |
Warrants [Member] | Expected Volatility [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 0.067 | 0.107 |
Warrants [Member] | Stock Price [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 9.84 | 9.74 |