Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-40164 | |
Entity Registrant Name | G&P ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4357324 | |
Entity Address, Address Line One | 222 Bellevue Avenue | |
Entity Address, City or Town | Newport | |
Entity Address State Or Province | RI | |
Entity Address, Postal Zip Code | 02840 | |
City Area Code | 212 | |
Local Phone Number | 415-6500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001839121 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information [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 | GAPA.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value | |
Trading Symbol | GAPA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 17,500,000 | |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | GAPA WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,375,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 47,451 | $ 544,321 |
Prepaid expenses | 255,000 | 303,500 |
Total current assets | 302,451 | 847,821 |
Investments held in the Trust Account | 177,015,245 | 176,764,144 |
Long-term prepaid assets | 62,500 | |
Total assets | 177,317,696 | 177,674,465 |
Current liabilities: | ||
Accounts payable and accrued expenses | 499,475 | 422,280 |
Accrued offering costs | 153,640 | |
Total current liabilities | 499,475 | 575,920 |
Deferred underwriting compensation | 6,125,000 | 6,125,000 |
Warranty liability | 1,440,000 | 8,848,875 |
Total liabilities | 8,064,475 | 15,549,795 |
Commitments and contingencies (Note 6): | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (7,497,216) | (14,625,767) |
Total stockholders' deficit | (7,496,779) | (14,625,330) |
Total liabilities, common stock subject to possible redemption and stockholders' deficit | 177,317,696 | 177,674,465 |
Class A Common Stock Subject to Redemption | ||
Current liabilities: | ||
Class A Common Stock subject to possible redemption (17,500,000 shares at $10.10 per share as of June 30, 2022 and December 31, 2021) | 176,750,000 | 176,750,000 |
Class B Common Stock | ||
Stockholders' deficit: | ||
Common stock | 437 | 437 |
Private Placement Warrants | ||
Current liabilities: | ||
Warranty liability | 652,500 | 4,060,000 |
Public Warrants | ||
Current liabilities: | ||
Warranty liability | $ 787,500 | $ 4,788,875 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 17,500,000 | 17,500,000 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 17,500,000 | 17,500,000 |
Redemption value per share | $ 10.10 | $ 10.10 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 4,375,000 | 4,375,000 |
Common shares, shares outstanding | 4,375,000 | 4,375,000 |
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 | |
EXPENSES | ||||
Administration fee - related party | $ 60,000 | $ 60,000 | $ 120,000 | $ 70,000 |
General and administrative | 109,660 | 154,539 | 411,425 | 195,799 |
TOTAL EXPENSES | 169,660 | 214,539 | 531,425 | 265,799 |
OTHER INCOME (EXPENSES) | ||||
Investment income from Trust Account | 234,296 | 6,415 | 251,101 | 8,134 |
Warrant offering costs | (488,025) | |||
Change in fair value of warrant liabilities | 948,601 | 3,112,500 | 7,408,875 | 3,447,500 |
TOTAL OTHER INCOME - NET | 1,182,897 | 3,118,915 | 7,659,976 | 2,967,609 |
INCOME BEFORE INCOME TAXES | 1,013,237 | 2,904,376 | 7,128,551 | 2,701,810 |
Income tax provision | 0 | 0 | 0 | 0 |
Net income | $ 1,013,237 | $ 2,904,376 | $ 7,128,551 | $ 2,701,810 |
Class A Common Stock | ||||
OTHER INCOME (EXPENSES) | ||||
Basic weighted average shares outstanding | 17,500,000 | 17,500,000 | 17,500,000 | 10,345,304 |
Diluted weighted average shares outstanding | 17,500,000 | 17,500,000 | 17,500,000 | 10,345,304 |
Basic net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Diluted net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Class A Common Stock Subject to Redemption | ||||
OTHER INCOME (EXPENSES) | ||||
Basic weighted average shares outstanding | 17,500,000 | 17,500,000 | 17,500,000 | 10,345,304 |
Diluted weighted average shares outstanding | 17,500,000 | 17,500,000 | 17,500,000 | 10,345,304 |
Basic net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Diluted net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Common Stock Not Subject to Redemption | ||||
OTHER INCOME (EXPENSES) | ||||
Basic weighted average shares outstanding | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Diluted weighted average shares outstanding | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Basic net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Diluted net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class B Common Stock Common Stock. | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 503 | $ 24,497 | $ (1,000) | $ 24,000 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,031,250 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Excess of proceeds received over fair value of warrant liabilities - Private Placement Warrants | 580,000 | 580,000 | |||
Remeasurement adjustment of Class A Common Stock to redemption value | (604,497) | (18,892,041) | (19,496,538) | ||
Net income (loss) | (202,566) | (202,566) | |||
Balance at the end at Mar. 31, 2021 | $ 503 | (19,096,607) | (19,096,104) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 5,013,250 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 503 | 24,497 | (1,000) | 24,000 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,031,250 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 2,701,810 | ||||
Balance at the end at Jun. 30, 2021 | $ 437 | (16,192,165) | (16,191,728) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 4,375,000 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 503 | 24,497 | (1,000) | 24,000 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,031,250 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsors | $ 25,000 | ||||
Balance at the end at Dec. 31, 2021 | $ 437 | 0 | (14,625,767) | (14,625,330) | |
Balance at the end (in shares) at Dec. 31, 2021 | 4,375,000 | ||||
Balance at the beginning at Mar. 31, 2021 | $ 503 | (19,096,607) | (19,096,104) | ||
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,013,250 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Forfeiture of Class B Common Stock | $ (66) | 66 | |||
Forfeiture of Class B Common Stock (in shares) | (656,250) | ||||
Net income (loss) | 2,904,376 | 2,904,376 | |||
Balance at the end at Jun. 30, 2021 | $ 437 | (16,192,165) | (16,191,728) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 4,375,000 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 437 | 0 | (14,625,767) | (14,625,330) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 4,375,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 6,115,314 | 6,115,314 | |||
Balance at the end at Mar. 31, 2022 | $ 437 | (8,510,453) | (8,510,016) | ||
Balance at the end (in shares) at Mar. 31, 2022 | 4,375,000 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 437 | $ 0 | (14,625,767) | (14,625,330) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 4,375,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Excess of proceeds received over fair value of warrant liabilities - Private Placement Warrants | 580,000 | ||||
Net income (loss) | 7,128,551 | ||||
Balance at the end at Jun. 30, 2022 | $ 437 | (7,497,216) | (7,496,779) | ||
Balance at the end (in shares) at Jun. 30, 2022 | 4,375,000 | ||||
Balance at the beginning at Mar. 31, 2022 | $ 437 | (8,510,453) | (8,510,016) | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 4,375,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 1,013,237 | 1,013,237 | |||
Balance at the end at Jun. 30, 2022 | $ 437 | $ (7,497,216) | $ (7,496,779) | ||
Balance at the end (in shares) at Jun. 30, 2022 | 4,375,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities: | ||||
Net income | $ 7,128,551 | $ 2,701,810 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Investment income earned on treasury securities held in Trust Account | $ (234,296) | $ (6,415) | (251,101) | (8,134) |
Warrant offering expenses | 488,025 | |||
Gain on change in fair value of derivative liabilities | (948,601) | (3,112,500) | (7,408,875) | (3,447,500) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 48,500 | (311,900) | ||
Long-term prepaid assets | 62,500 | (212,500) | ||
Accounts payable and accrued expenses | 77,195 | 134,320 | ||
Net Cash Used In Operating Activities | (343,230) | (655,879) | ||
Cash Flows From Investing Activities: | ||||
Cash deposited into Trust Account | (176,750,000) | |||
Net Cash Used In Investing Activities | (176,750,000) | |||
Cash Flows From Financing Activities: | ||||
Sale of Units in the Initial Public Offering, net of underwriting discount | 171,500,000 | |||
Sale of Private Placement Warrants to the Sponsor | 0 | 7,250,000 | ||
Proceeds from the Sponsor promissory note | 0 | 70,093 | ||
Repayment of the Sponsor promissory note | (71,093) | |||
Payment of offering costs | (153,640) | (560,563) | ||
Net Cash (Used In) Provided By Financing Activities | (153,640) | 178,188,437 | ||
Net change in cash and cash equivalents | (496,870) | 782,558 | ||
Cash and cash equivalents at beginning of period | 544,321 | 25,000 | ||
Cash and cash equivalents at end of period | $ 47,451 | $ 807,558 | $ 47,451 | 807,558 |
Supplemental disclosure of non-cash financing activities: | ||||
Deferred underwriters' compensation charged to temporary equity in connection with the Public Offering | 6,125,000 | |||
Class A Common Stock remeasurement adjustment | 24,096,105 | |||
Expenses paid by related parties on behalf of the Company | $ 10,152 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN G&P Acquisition Corp. (the “ Company Business Combination All activity for the period from December 16, 2020 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (the “ Initial Public Offering On March 15, 2021, the Company consummated the Initial Public Offering of 17,500,000 units (the “ Units Public Shares Public Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “ Private Placement Private Placement Warrants Warrants Sponsor Transaction costs amounted to $11,001,276, consisting of $3,500,000 of underwriting fees, $6,125,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “ Trust Account Combination Period Following the closing of the Initial Public Offering on March 15, 2021, an amount of $176,750,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ Investment Company Act The Company’s management has broad discretion with respect to the specific application of the net proceeds held outside of the Trust Account, although substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “ Public Stockholders ASC Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (the “ SEC Certificate of Incorporation Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Sponsor and the Company’s executive officers and directors have agreed (a) to waive their redemption rights with respect to the Founder Shares and the Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem one-hundred percent (100%) of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Public Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and the Company’s executive officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares during or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Initial Public Offering have agreed to waive their rights to their deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, the amount of such deferred underwriting fees will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the funds on deposit in the Trust Account remaining available for distribution will be less than the price per Unit of $10.00 in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act Going Concern and Management’s Plan As of June 30, 2022, the Company had a working capital deficit of approximately $197,000 and cash and cash equivalents of approximately $47,500. There is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination within the Combination Period (March 15, 2023). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the COVID-19 pandemic could have a negative effect on the Company’s financial position, results of operations and/or search for a target business, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on the Form 10-K on March 31, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022 and its results of operations and cash flows for the three and six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “ JOBS Act Sarbanes-Oxley Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investment Held in the Trust Account As of June 30, 2022 and December 31, 2021, the Company had $177.02 million and $176.76 million in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for the shares of Class A Common Stock subject to possible redemption in accordance with the guidance in Topic 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A Common Stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid in capital, or in the absence of additional paid in capital, in retained earnings. No such adjustments were recorded as of June 30, 2022. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740, “ Income Taxes The provision for income taxes was deemed to be de minimis The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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. Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. As of June 30, 2022, the warrants are exercisable to purchase 16,000,000 shares of Class A common stock in the aggregate. As of June 30, 2022 the Company did not have any dilution securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the period. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three months Three months Ended June 30, ended June 30, 2022 2021 Class A Common Stock Numerator: Income allocable to Class A Common Stock $ 810,590 $ 2,323,501 Denominator: Basic and diluted weighted average shares outstanding 17,500,000 17,500,000 Basic and diluted net income per share, Class A Common Stock $ 0.05 $ 0.13 Class B Common Stock Numerator: Income allocable to Class B Common Stock $ 202,647 $ 580,875 Denominator: Basic and diluted weighted average shares outstanding 4,375,000 4,375,000 Basic and diluted net income per share, Class B Common Stock $ 0.05 $ 0.13 Six months Ended Six months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Income allocable to Class A Common Stock $ 5,702,841 $ 1,898,809 Denominator: Basic and diluted weighted average shares outstanding 17,500,000 10,345,304 Basic and diluted net income per share, Class A Common Stock $ 0.33 $ 0.18 Class B Common Stock Numerator: Income allocable to Class B Common Stock $ 1,425,710 $ 803,001 Denominator: Basic and diluted weighted average shares outstanding 4,375,000 4,375,000 Basic and diluted net income per share, Class B Common Stock $ 0.33 $ 0.18 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on the Trust Account. Derivative Financial Instruments The Company evaluates its financial instruments, including the Public Warrants, the Private Placement Warrants and the over-allotment option, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity ”, and ASC Topic 815, “ Derivatives and Hedging .” The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815. Under the guidance in ASC 815, the Public Warrants, the Private Placement Warrants and the overallotment option do not meet the criteria for equity treatment and must be recorded as a liability at fair value as of the closing date of the Initial Public Offering ( i.e. , March 15, 2021) and re-valued at each reporting date in accordance with ASC 820, “ Fair Value Measurement ,” with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date. Upon consummation of the Initial Public Offering, the fair value of the Public Warrants was estimated using the Monte Carlo simulation model. The Private Placement Warrants and the over-allotment option were estimated using the modified Black-Scholes model, respectively. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. As of June 30, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrants and the Company used a modified Black-Scholes model to value the Private Placement Warrants. Such warrant classification is also subject to re-evaluation at each reporting period. The over-allotment option expired on April 24, 2021 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 —defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 —defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 —defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,500,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $175,000,000. Each Unit consists of one share of the Class A Common Stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 7,250,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $7,250,000. The proceeds received from the sale of the Private Warrants exceeded the fair value of the warrants by $580,000 which the Company recorded to additional paid-in capital. A portion of the proceeds from the Private Placement of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the Private Placement of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will be worthless. The Sponsor and the Company’s executive officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until thirty ( 30 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares During the period ended December 31, 2021, the Sponsor purchased 5,750,000 of the Class B Common Stock (the “ Founder Shares exercised in full or in part, so that the number of the Founder Shares will equal, on an as-converted basis, approximately twenty percent (20%) of the Company’s issued and outstanding common stock after the completion of the Initial Public Offering. The underwriters chose not to exercise the over-allotment option and 656,250 shares were forfeited. As of June 30, 2022 and December 31, 2021, there were 4,375,000 Founder Shares issued and outstanding. As noted above, the Company transferred 75,000 Founder Shares to its independent directors. Each director paid approximately $108 for their shares or approximately $0.004 per share. The awards are subject to lockup restrictions and vest upon completion of a successful business combination. The estimated fair value of the awards upon grant date was $424,174 (net of proceeds received) or $5.66 per share, which calculated using a valuation model that takes into account various assumptions such as probability of Initial Public Offering, the probability of business combination and marketability. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (i) one (1) year after the completion of a Business Combination and (ii) subsequent to the completion of a Business Combination, (x) if the last reported sale price of the shares of 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 twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred-fifty (150) days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of the Class A Common Stock for cash, securities or other property. Promissory Note — Related Party On December 30, 2020, the Sponsor issued an unsecured promissory note to the Company (the “ Promissory Note Administrative Services Agreement Commencing on the date the Units are first listed on the New York Stock Exchange, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space and administrative and support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended June 30, 2022 and 2021, the Company recorded $60,000 each period for services under the administrative services agreement. During the six months ended June 30, 2022 and 2021, the Company recorded $120,000 and $ 70,000 for services under the administrative services agreement, respectively. As of June 30, 2022 and December 31, 2021, $20,000 was outstanding under the agreement which is included in accounts payable and accrued expenses on the accompanying condensed balance sheets. 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 executive officers and directors will loan the Company funds as may be required (the “ Working Capital Loans |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of the Class A Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to that certain registration rights agreement, dated as of March 10, 2021 (the “ Registration Rights Agreement Underwriting Agreement The Company granted the underwriters a forty-five ( 45 The underwriters were entitled to an underwriting fee payable in cash of $0.20 per Unit, or $3,500,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting fee of $0.35 per Unit, or $6,125,000 in the aggregate. The deferred underwriting fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of the Class A Common Stock and holders 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 except as otherwise required by law. In connection with the Company’s initial Business Combination, the Company may enter into a stockholders’ agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The shares of the Class B Common Stock will automatically convert into the shares of the Class A Common Stock at the time of the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of the Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of the Class B Common Stock shall convert into shares of the Class A Common Stock will be adjusted (unless the holders of a majority of the then-outstanding shares of the Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of the Class A Common Stock issuable upon conversion of all shares of the Class B Common Stock will equal, in the aggregate, on an as-converted basis, twenty percent (20%) of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of the Class A Common Stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of the Class A Common Stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
WARRANTS. | |
WARRANTS | NOTE 8 — WARRANTS The Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (i) thirty (30) days after the completion of a Business Combination and (ii) twelve (12) months from the closing of the Initial Public Offering. The Public Warrants will expire five (5) years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of the Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of the Class A Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of the Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares of the Class A Common Stock to holders seeking to exercise their Warrants, unless the issuance of the shares of the Class A Common Stock upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than twenty ( 20 Redemption of Public Warrants When the Price per Share of the Class A Common Stock Equals or Exceeds $18.00 — ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of thirty ( 30 ) days ’ prior written notice of redemption to each holder of the Public Warrants; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any ten ( 10 ) trading days within a twenty ( 20 )-trading day period ending on the third (3 rd ) trading day prior to the date on which the Company sends the notice of redemption to holders of the Public Warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of the Class A Common Stock Equals or Exceeds $10.00 — ● in whole and not in part; ● at a price of $0.10 per Warrant provided that holders will be able to exercise their Warrants on cashless basis prior to redemption and receive that number of shares of the Class A Common Stock based on the redemption date and the fair market value of the Class A Common Stock; ● at a price equal to a number of shares of Class A Common Stock to be determined by reference to the agreed table (i.e., “make-whole table”) set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A Common Stock; ● upon a minimum of thirty ( 30 ) days’ prior written notice of redemption to each holder of the Warrants; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any ten ( 10 ) trading days within a twenty ( 20 )-trading day period ending on the third (3rd) trading day prior to the date on which the Company sends the notice of redemption to the holders of the Warrants; and ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Class A Common Stock) as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of the Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of the Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to the Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until thirty (30) days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company’s warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company accounts for the 16,000,000 warrants issued in connection with the completion of the Initial Public Offering (including 8,750,000 Public Warrants and 7,250,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that, because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a liability. The Private Placement Warrants do not meet the criteria for equity treatment under ASC 815-40 because the Private Warrants include a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Private Placement Warrant and the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and therefore the Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15. The Public Warrants do not meet the criteria for equity treatment under ASC 815-40 because the Public Warrants include a tender provision, as noted above, that would entitle all of the Public Warrant holders to cash while less than all of the stockholders are entitled to cash. Upon issuance of the derivative Warrants, the Company recorded a liability of $14,720,000 on the balance sheet. The proceeds received from the Private Placement of the Private Placement Warrants exceeded the fair value of the Private Placement Warrants, and the Company recorded $580,000 in additional paid-in capital. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each Warrant as a liability at its fair value, and the Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 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 —quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 —observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ● Level 3 —unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 177,015,245 $ 176,764,144 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 652,500 $ 4,060,000 Warrant Liability – Public Warrants 1 787,500 4,788,875 $ 1,440,000 $ 8,848,875 The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities in the condensed balance sheets. 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 condensed statements of operations. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants and over-allotment option. The Company allocated the proceeds received from (i) the sale of Units (which include one share of the Class A Common Stock and one-half of one Public Warrant), (ii) the sale of the Private Placement Warrants and (iii) the issuance of the Class B Common Stock, first to the Warrants and over-allotment option based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the Class A Common Stock subject to possible redemption (temporary equity), the Class A Common Stock (permanent equity) and the Class B Common Stock (permanent equity) based on their relative fair values at the initial measurement date. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of June 30, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of June 30, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of June 30, 2022 and December 31, 2021 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, April 1, 2022 $ 1,121,575 Change in fair value of derivative liabilities (469,075) Balance, June 30, 2022 $ 652,500 Fair Value Measurement Using Level 3 Inputs Total Balance, January 1, 2022 $ 4,060,000 Change in fair value of derivative liabilities (3,407,500) Balance, June 30, 2022 $ 652,500 During the six months ended June 30, 2022, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions: June 30, 2022 Risk-free interest rate 3.0 % Expected life 3.36 years Expected volatility of underlying stock 3.6 % Dividends 0 % Probability of Business Combination 53 % As of June 30, 2022 and December 31, 2021, the derivative liability was $1,440,000 and $8,848,875, respectively. For the three months ended June 30, 2022 and 2021, the Company recorded a gain of $948,601 and $3,112,500 on the change in fair value of the derivative warrants in the condensed statements of operations, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded a gain of $7,408,875 and $3,447,500 on the change in fair value of the derivative warrants in the condensed statements of operations, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company’s management has 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 condensed |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on the Form 10-K on March 31, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022 and its results of operations and cash flows for the three and six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “ JOBS Act Sarbanes-Oxley Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that, when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Investment Held in the Trust Account | Investment Held in the Trust Account As of June 30, 2022 and December 31, 2021, the Company had $177.02 million and $176.76 million in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for the shares of Class A Common Stock subject to possible redemption in accordance with the guidance in Topic 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A Common Stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid in capital, or in the absence of additional paid in capital, in retained earnings. No such adjustments were recorded as of June 30, 2022. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740, “ Income Taxes The provision for income taxes was deemed to be de minimis The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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. |
Net Income per Share of Common Stock | Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. As of June 30, 2022, the warrants are exercisable to purchase 16,000,000 shares of Class A common stock in the aggregate. As of June 30, 2022 the Company did not have any dilution securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the period. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three months Three months Ended June 30, ended June 30, 2022 2021 Class A Common Stock Numerator: Income allocable to Class A Common Stock $ 810,590 $ 2,323,501 Denominator: Basic and diluted weighted average shares outstanding 17,500,000 17,500,000 Basic and diluted net income per share, Class A Common Stock $ 0.05 $ 0.13 Class B Common Stock Numerator: Income allocable to Class B Common Stock $ 202,647 $ 580,875 Denominator: Basic and diluted weighted average shares outstanding 4,375,000 4,375,000 Basic and diluted net income per share, Class B Common Stock $ 0.05 $ 0.13 Six months Ended Six months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Income allocable to Class A Common Stock $ 5,702,841 $ 1,898,809 Denominator: Basic and diluted weighted average shares outstanding 17,500,000 10,345,304 Basic and diluted net income per share, Class A Common Stock $ 0.33 $ 0.18 Class B Common Stock Numerator: Income allocable to Class B Common Stock $ 1,425,710 $ 803,001 Denominator: Basic and diluted weighted average shares outstanding 4,375,000 4,375,000 Basic and diluted net income per share, Class B Common Stock $ 0.33 $ 0.18 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on the Trust Account. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments, including the Public Warrants, the Private Placement Warrants and the over-allotment option, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity ”, and ASC Topic 815, “ Derivatives and Hedging .” The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815. Under the guidance in ASC 815, the Public Warrants, the Private Placement Warrants and the overallotment option do not meet the criteria for equity treatment and must be recorded as a liability at fair value as of the closing date of the Initial Public Offering ( i.e. , March 15, 2021) and re-valued at each reporting date in accordance with ASC 820, “ Fair Value Measurement ,” with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date. Upon consummation of the Initial Public Offering, the fair value of the Public Warrants was estimated using the Monte Carlo simulation model. The Private Placement Warrants and the over-allotment option were estimated using the modified Black-Scholes model, respectively. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. As of June 30, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrants and the Company used a modified Black-Scholes model to value the Private Placement Warrants. Such warrant classification is also subject to re-evaluation at each reporting period. The over-allotment option expired on April 24, 2021 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 —defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 —defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 —defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of calculation of basic and diluted net income per share of common stock | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three months Three months Ended June 30, ended June 30, 2022 2021 Class A Common Stock Numerator: Income allocable to Class A Common Stock $ 810,590 $ 2,323,501 Denominator: Basic and diluted weighted average shares outstanding 17,500,000 17,500,000 Basic and diluted net income per share, Class A Common Stock $ 0.05 $ 0.13 Class B Common Stock Numerator: Income allocable to Class B Common Stock $ 202,647 $ 580,875 Denominator: Basic and diluted weighted average shares outstanding 4,375,000 4,375,000 Basic and diluted net income per share, Class B Common Stock $ 0.05 $ 0.13 Six months Ended Six months Ended June 30, 2022 June 30, 2021 Class A Common Stock Numerator: Income allocable to Class A Common Stock $ 5,702,841 $ 1,898,809 Denominator: Basic and diluted weighted average shares outstanding 17,500,000 10,345,304 Basic and diluted net income per share, Class A Common Stock $ 0.33 $ 0.18 Class B Common Stock Numerator: Income allocable to Class B Common Stock $ 1,425,710 $ 803,001 Denominator: Basic and diluted weighted average shares outstanding 4,375,000 4,375,000 Basic and diluted net income per share, Class B Common Stock $ 0.33 $ 0.18 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets and liabilities that are measured at fair value | The following table presents information about the Company’s assets and liabilities that are measured at fair value as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 177,015,245 $ 176,764,144 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 652,500 $ 4,060,000 Warrant Liability – Public Warrants 1 787,500 4,788,875 $ 1,440,000 $ 8,848,875 |
Schedule of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs | The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, April 1, 2022 $ 1,121,575 Change in fair value of derivative liabilities (469,075) Balance, June 30, 2022 $ 652,500 Fair Value Measurement Using Level 3 Inputs Total Balance, January 1, 2022 $ 4,060,000 Change in fair value of derivative liabilities (3,407,500) Balance, June 30, 2022 $ 652,500 |
Schedule of weighted average assumptions | During the six months ended June 30, 2022, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions: June 30, 2022 Risk-free interest rate 3.0 % Expected life 3.36 years Expected volatility of underlying stock 3.6 % Dividends 0 % Probability of Business Combination 53 % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details) | 6 Months Ended | |||
Mar. 15, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) item $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants to the Sponsor | $ 7,250,000 | $ 0 | $ 7,250,000 | |
Warrant offering expenses | 488,025 | |||
Cash held outside the Trust Account | 47,451 | $ 544,321 | ||
Deferred underwriting fee payable | 6,125,000 | |||
Other offering costs | $ 714,201 | |||
Condition for future business combination number of businesses minimum | item | 1 | |||
Cash deposited into the Trust Account | $ 176,750,000 | |||
Investments held in the Trust Account | $ 177,015,245 | $ 176,764,144 | ||
Working capital deficit | (197,000) | |||
Cash | $ 47,500 | |||
Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 16,000,000 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 7,250,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units in Public Offering, less fair value of Public Warrants, net of offering costs (in shares) | shares | 17,500,000 | 17,500,000 | ||
Purchase price, per unit | $ / shares | $ 10.10 | |||
Proceeds received from initial public offering, gross | $ 175,000,000 | $ 175,000,000 | ||
Transaction Costs | 11,001,276 | |||
Underwriting fees | 3,500,000 | |||
Deferred underwriting fee payable | 6,125,000 | |||
Other offering costs | $ 1,376,276 | |||
Condition for future business combination use of proceeds percentage | 80% | |||
Condition For Future Business Combination Threshold Percentage Ownership | 50% | |||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 15% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||
Redemption period upon closure | 10 days | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ / shares | $ 10.10 | |||
Sale of Private Placement Warrants (in shares) | shares | 7,250,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Sale of Private Placement Warrants to the Sponsor | $ 7,250,000 | |||
Cash deposited into the Trust Account | $ 176,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Apr. 24, 2021 | Mar. 10, 2021 | |
Cash equivalents | $ 177,020,000 | $ 176,760,000 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | ||
Offering costs | 714,201 | |||
Costs incurred in connection with formation and preparation and underwriter discount | 9,625,000 | |||
Federal Depository Insurance Coverage | 250,000 | |||
Valuation allowance | $ 262,037 | $ 201,863 | ||
Class B Common Stock | ||||
Shares subject to forfeiture | 656,250 | 656,250 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Income per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Common Stock | ||||
Numerator: | ||||
Income allocable to Common Stock | $ 810,590 | $ 2,323,501 | $ 5,702,841 | $ 1,898,809 |
Denominator: | ||||
Basic weighted average shares outstanding | 17,500,000 | 17,500,000 | 17,500,000 | 10,345,304 |
Diluted weighted average shares outstanding | 17,500,000 | 17,500,000 | 17,500,000 | 10,345,304 |
Basic net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Diluted net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,000,000 | 16,000,000 | 16,000,000 | 16,000,000 |
Class B Common Stock | ||||
Numerator: | ||||
Income allocable to Common Stock | $ 202,647 | $ 580,875 | $ 1,425,710 | $ 803,001 |
Denominator: | ||||
Basic weighted average shares outstanding | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Diluted weighted average shares outstanding | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Basic net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
Diluted net income per share | $ 0.05 | $ 0.13 | $ 0.33 | $ 0.18 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - Initial Public Offering - USD ($) | 6 Months Ended | |
Mar. 15, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 17,500,000 | 17,500,000 |
Purchase price, per unit | $ 10 | |
Proceeds received from initial public offering, gross | $ 175,000,000 | $ 175,000,000 |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 15, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from sale of warrants | $ 7,250,000 | $ 0 | $ 7,250,000 | |
Excess of proceeds received over fair value of warrant liabilities | $ 580,000 | $ 580,000 | ||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants issued | 7,250,000 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Private Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Excess of proceeds received over fair value of warrant liabilities | $ 580,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants issued | 7,250,000 | |||
Price of warrants | $ 1 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Mar. 10, 2021 | Feb. 24, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 24, 2021 | |
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Aggregate number of shares owned | 5,031,250 | ||||
Shares subject to forfeiture | 656,250 | 656,250 | |||
Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,750,000 | ||||
Number of shares forfeited | 718,750 | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares, Issued | 4,375,000 | 4,375,000 | |||
Fair value of the awards upon grant date | $ 424,174 | ||||
Net of proceeds received | $ 5.66 | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,750,000 | ||||
Aggregate purchase price | $ 25,000 | ||||
Number of shares transferred (in shares) | 25,000 | ||||
Number of shares forfeited | 718,750 | ||||
Aggregate number of shares owned | 4,956,250 | 5,675,000 | |||
Shares subject to forfeiture | 656,250 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Founder Shares | Directors | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 108 | ||||
Number of shares transferred (in shares) | 75,000 | ||||
Purchase price, per unit | $ 0.004 |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 30, 2020 | |
Related Party Transaction [Line Items] | ||||||
Amount draw down from promissory note | $ 0 | $ 70,093 | ||||
Working capital loans warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balance of related party note | $ 0 | 0 | $ 0 | |||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balance of related party note | 20,000 | 20,000 | $ 20,000 | |||
Expenses per month | 20,000 | |||||
Expenses incurred and paid | 60,000 | $ 60,000 | 120,000 | $ 70,000 | ||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Loan conversion agreement warrant | $ 2,000,000 | $ 2,000,000 | ||||
Related Party Loans | Working capital loans warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Price of warrant | $ 1 | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) item $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Underwriters option period | 45 days |
Maximum number of demands for registration of securities | item | 3 |
Deferred fee per unit | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ | $ 6,125,000 |
Underwriting cash discount per unit | $ / shares | $ 0.20 |
Underwriter cash discount | $ | $ 3,500,000 |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | shares | 2,625,000 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 6 Months Ended | 12 Months Ended | ||
Mar. 10, 2021 shares | Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 24, 2021 shares | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Class A common stock subject to possible redemption, outstanding (in shares | 17,500,000 | 17,500,000 | ||
Common shares, shares issued (in shares) | 0 | 0 | ||
Common shares, shares outstanding (in shares) | 0 | 0 | ||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, outstanding (in shares | 17,500,000 | 17,500,000 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Aggregate number of shares owned | 5,031,250 | |||
Shares subject to forfeiture | 656,250 | 656,250 | ||
Common shares, shares issued (in shares) | 4,375,000 | 4,375,000 | ||
Common shares, shares outstanding (in shares) | 4,375,000 | 4,375,000 | ||
Ratio to be applied to the stock in the conversion | 20 | 20 | ||
Class B Common Stock | Sponsor | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 5,750,000 | |||
Number of shares forfeited | 718,750 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) D $ / shares shares | |
Class of Warrant or Right [Line Items] | ||
Excess of proceeds received over fair value of private warrant liabilities recorded in additional paid in capital | $ | $ 580,000 | $ 580,000 |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption period | 30 days | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Warrants issued | shares | 16,000,000 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | shares | 7,250,000 | |
Derivative liabilities recorded on issuance of derivative Warrants | $ | $ 14,720,000 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Warrants issued | shares | 8,750,000 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Threshold trading days for redemption of public warrants | 10 | |
Threshold consecutive trading days for redemption of public warrants | 20 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ / shares | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 | |
Threshold trading days for redemption of public warrants | 10 | |
Threshold consecutive trading days for redemption of public warrants | 20 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
Redemption period | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in the Trust Account | $ 177,015,245 | $ 176,764,144 |
Liabilities: | ||
Warranty liability | 1,440,000 | 8,848,875 |
Private Placement Warrants | ||
Liabilities: | ||
Warranty liability | 652,500 | 4,060,000 |
Public Warrants | ||
Liabilities: | ||
Warranty liability | 787,500 | 4,788,875 |
Level 1 | ||
Assets: | ||
Marketable securities held in the Trust Account | 177,015,245 | 176,764,144 |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warranty liability | 787,500 | 4,788,875 |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Warranty liability | $ 652,500 | $ 4,060,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in fair value (Details) - Level 3 - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Warrant liabilities at beginning of the period | $ 1,121,575 | $ 4,060,000 |
Change in fair value of derivative liabilities | (469,075) | (3,407,500) |
Warrant liabilities at end of the period | $ 652,500 | $ 652,500 |
FAIR VALUE MEASUREMENTS - Weigh
FAIR VALUE MEASUREMENTS - Weighted average assumptions (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative warrant liability | $ 1,440,000 | $ 1,440,000 | $ 8,848,875 | ||
Change in fair value of warrant liabilities | $ 948,601 | $ 3,112,500 | $ 7,408,875 | $ 3,447,500 | |
Risk-free interest rate | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, Measurement input | 3 | 3 | |||
Expected life | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, Measurement input | 3.36 | 3.36 | |||
Expected volatility of underlying stock | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, Measurement input | 3.6 | 3.6 | |||
Dividends | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, Measurement input | 0 | 0 | |||
Probability of completing a Business Combination | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, Measurement input | 53 | 53 |