Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 13, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40147 | ||
Entity Registrant Name | QualTek Services Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-3584928 | ||
Entity Address, Address Line One | 475 Sentry Parkway E | ||
Entity Address State Or Province | PA | ||
Entity Address, Adress Line Two | Suite 200 | ||
Entity Address, City or Town | Blue Bell | ||
Entity Address, Postal Zip Code | 19422 | ||
City Area Code | 484 | ||
Local Phone Number | 804-4585 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 113,505,000 | ||
Entity Central Index Key | 0001839412 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Philadelphia, PA | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | QTEK | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 24,446,284 | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | QTEKW | ||
Security Exchange Name | NASDAQ | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 26,663,575 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 106,604 | $ 195,758 |
Prepaid expenses | 149,231 | 1,500 |
Total Current Assets | 255,835 | 197,258 |
Deferred offering costs | 31,542 | |
Prepaid insurance | 23,875 | |
Marketable securities held in Trust Account | 115,009,882 | |
TOTAL ASSETS | 115,289,592 | 228,800 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,442,062 | 1,000 |
Accrued offering costs | 70,000 | 5,000 |
Promissory note - related party | 500,000 | 200,000 |
Total Current Liabilities | 3,012,062 | 206,000 |
Warrant liability | 205,703 | |
TOTAL LIABILITIES | 3,217,765 | 206,000 |
Commitments | ||
Common stock subject to possible redemption, $0.0001 par value; 11,500,000 and 0 shares at redemption value at December 31, 2021 and 2020, respectively | 115,000,000 | |
Stockholders' (Deficit) Equity | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,283,000 and 2,875,000 shares issued and outstanding (excluding 11,500,000 and 0 shares subject to possible redemption) as of December 31, 2021 and 2020, respectively | 328 | 288 |
Additional paid-in capital | 1,130,660 | 24,712 |
Accumulated deficit | (4,059,161) | (2,200) |
Total Stockholders' (Deficit) Equity | (2,928,173) | 22,800 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 115,289,592 | $ 228,800 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares outstanding | 11,500,000 | 0 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares Issued | 3,283,000 | 2,875,000 |
Common Stock, Shares Outstanding | 3,283,000 | 2,875,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative expenses | $ 3,952,940 | $ 975 |
Loss from operations | (3,952,940) | (975) |
Other income (expense): | ||
Change in fair value of warrant liability | (113,903) | |
Interest earned on marketable securities held in Trust Account | 9,882 | |
Other expense, net | (104,021) | |
Net loss | $ (4,056,961) | $ (975) |
Redeemable common stock | ||
Earnings per unit: | ||
Earnings Per Share, Basic | $ (0.32) | |
Earnings Per Share, Diluted | $ (0.32) | |
Weighted Average Number of Shares Outstanding, Basic | 9,483,562 | |
Weighted Average Number of Shares Outstanding, Diluted | 9,483,562 | |
Non-redeemable common stock | ||
Earnings per unit: | ||
Earnings Per Share, Basic | $ (0.32) | $ 0 |
Earnings Per Share, Diluted | $ (0.32) | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 3,145,707 | 2,500,000 |
Weighted Average Number of Shares Outstanding, Diluted | 3,145,707 | 2,500,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2019 | $ 288 | $ 24,712 | $ (1,225) | $ 23,775 |
Beginning Balance (in shares) at Dec. 31, 2019 | 2,875,000 | |||
Net loss | (975) | (975) | ||
Ending Balance at Dec. 31, 2020 | $ 288 | 24,712 | (2,200) | 22,800 |
Ending Balance (in shares) at Dec. 31, 2020 | 2,875,000 | |||
Remeasurement of common stock to redemption amount | 5,440,962 | 5,440,962 | ||
Sale of 408,000 Private Placement Units Private Placement Shares | $ 40 | 3,988,160 | 3,988,200 | |
Sale of 408,000 Private Placement Units Private Placement Shares (in shares) | 408,000 | |||
Proceeds allocated to Public Warrants | 2,558,750 | 2,558,750 | ||
Net loss | (4,056,961) | (4,056,961) | ||
Ending Balance at Dec. 31, 2021 | $ 328 | $ 1,130,660 | $ (4,059,161) | $ (2,928,173) |
Ending Balance (in shares) at Dec. 31, 2021 | 3,283,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT) (Parenthetical) | Dec. 31, 2021shares |
Private Placement | |
Sale of Private Placement Warrants (in shares) | 408,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,056,961) | $ (975) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | 113,903 | |
Interest earned on marketable securities held in Trust Account | (9,882) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (147,731) | (1,500) |
Prepaid insurance | (23,875) | |
Accounts payable and accrued expenses | 2,441,062 | (225) |
Net cash used in operating activities | (1,683,484) | (2,700) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (115,000,000) | |
Net cash used in investing activities | (115,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 | |
Proceeds from sale of Private Units | 4,080,000 | |
Proceeds from promissory note - related party | 500,000 | 200,000 |
Repayment of promissory note - related party | (200,000) | |
Payment of offering costs | (485,670) | (26,542) |
Net cash provided by financing activities | 116,594,330 | 173,458 |
Net Change in Cash | (89,154) | 170,758 |
Cash - Beginning of year | 195,758 | 25,000 |
Cash - End of year | 106,604 | 195,758 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 70,000 | $ 5,000 |
Initial classification of warrant liability | 91,800 | |
Initial value of common stock subject to redemption | 115,000,000 | |
Remeasurement of common stock to redemption amount | $ 5,440,962 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roth CH Acquisition III Co. (now known as QualTek Services Inc.) (the “Company”) was incorporated in Delaware on February 13, 2019. The Company was a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On February 14, 2022, QualTek Services Inc. (f/k/a Roth CH Acquisition III Co. (“ ROCR Company QualTek Business Combination BCP QualTek Closing Business Combination Agreement Blocker Merger Sub Blocker Company Merger Sub Pursuant to the Business Combination Agreement: ● ● Blocker Merger Blocker Owners Buyer Merger QualTek Units ● QualTek Merger Class B Common Stock Common Stock Common Units ● ● Senior Unsecured Convertible Notes and Indenture On February 14, 2022, in connection with the Closing, the Company entered into an indenture (the “ Indenture Convertible Notes Convertible Note Investors Convertible Note Subscription Agreements Prior to the Business Combination, holders of 11.4 million shares of the ROCR Common Stock exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of approximately $114.0 million. The per share redemption price of $10.00 for public stockholders electing redemption was paid out of the Company’s Trust Account. Business Prior to the Business Combination All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and consummating the acquisition of BCP QualTek. The registration statement for the Company’s Initial Public Offering was declared effective on March 2, 2021. On March 5, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 408,000 units (the "Private Units”) at a price of $10.00 per Private Unit in a private placement to certain of the Company’s stockholders, generating gross proceeds of $4,080,000, which is described in Note 4. Transaction costs amounted to $2,882,212 consisting of $2,300,000 of underwriting fees, and $582,212 of other offering costs. Following the closing of the Initial Public Offering on March 5, 2021, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and held in cash items or 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”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Liquidity As of December 31, 2021, the Company had $106,604 in its operating bank accounts and a working capital deficit of $2,746,345. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management addressed this issue with the consummation of the Business Combination agreement on February 14, 2022 with BCP QualTek and has raised sufficient capital for its operations. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15. “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Business Combination agreement will enable it to sustain operations for a period of at least one-year from the issuance date of these consolidated financial statements. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued consolidated financial statements has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of operations, the specific impact is not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(l) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated 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 the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital. At December 31, 2021, common stock subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,558,750) Common stock issuance costs (2,882,212) Plus: Remeasurement of carrying value to redemption value 5,440,962 Common stock subject to possible redemption $ 115,000,000 Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the Private Placement Warrants (as defined in Note 4) was estimated using a binomial lattice simulation approach (see Note 10). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The remeasurement associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 2,977,000 shares of common stock in the calculation of diluted loss per share, since the inclusion of such warrants is contingent upon the occurrence of future events and would be anti-dilutive. As of December 31, 2021 and 2020, the Company did not have any other dilutive 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 loss per common share is the same as basic net loss per common share for the periods presented. Year Ended Year Ended December 31, 2021 December 31, 2020 Non- Non- Redeemable redeemable Redeemable redeemable common common common common stock stock stock stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (3,046,450) $ (1,010,511) $ — $ (975) Denominator: Basic and diluted weighted average shares outstanding 9,483,562 3,145,707 — 2,500,000 Basic and diluted net loss per common share $ (0.32) $ (0.32) $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheets, primarily due to their short-term nature, with the exception of the warrant liability (see Note 10). Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption of ASU 2020-06 is being assessed by the Company, however no significant impact on the financial statements is anticipated. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3 — PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which includes a full exercise by the underwriters on March 5, 2021 of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-quarter of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement [TextBlock] | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Initial Stockholders purchased an aggregate of 408,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $4,080,000, in a private placement. Each Private Unit consists of one share of common stock (“Private Share”) and one-quarter of one redeemable warrant (“Private Placement Warrant”). Each whole Private Placement Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 8). The proceeds from the Private Units were 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 sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder’s Shares In February 2019, the Initial Stockholders purchased an aggregate of 100 shares of the Company’s common stock for an aggregate price of $25,000. On May 26, 2020, the Company effected a stock dividend of 28,750 shares of common stock for each share of common stock outstanding, resulting in an aggregate of 2,875,000 shares of common stock being held by the Initial Stockholders (the “Founder Shares”). In February 2021, the Company sold 35,233 Founder Shares to three of the Company’s director nominees (for a total of 105,699 Founder Shares) and 89,093 Founder Shares to affiliates of its sponsor group as part of a larger purchase and resale of securities. The total consideration paid for these shares was $919. On February 9, 2021, the Company effected a dividend of 0.50 share for each share outstanding resulting in there being an aggregate of 4,312,500 shares outstanding, and on February 24, 2021, the Company rescinded and cancelled the dividend, resulting in there being an aggregate of 2,875,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are subject to forfeiture. The sale of the Founders Shares to the Company's director nominees and affiliates of its sponsor group, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 194,792 shares sold to the Company’s director nominees and affiliates of its sponsor group was $1,229,138, or $6.31 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. Stock-based compensation will be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On December 15, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Sponsor Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $200,000. The Sponsor Promissory Note was non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (ii) the date on which the Company determined not to proceed with the Initial Public Offering. The outstanding balance under the Sponsor Promissory Note of $200,000 was repaid on March 9, 2021. Borrowings under the Sponsor Promissory Note are no longer available. On November 3, 2021, the Company entered into a new promissory note with related parties of the Company (the “Promissory Note”) in the aggregate principal amount of $500,000 in order to finance the Company’s working capital needs. The Promissory Note was non-interest bearing and was not convertible into any securities of the Company and payable upon the consummation of a Business Combination. The outstanding balance under the Promissory Note of $500,000 was repaid upon the consummation of the Business Combination. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 2, 2021, the holders of the Founder Shares and the holders of the Private Units (and underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the holders of the Founder Shares and the holders of the Private Units may not exercise demand or piggyback rights after seven (7) years from the effective date of the Initial Public Offering and may not exercise demand rights on more than one occasion in respect of all registrable securities. On February 14, 2022, in connection with the Closing, the Company entered into the Investor Rights Agreement (the “Investor Rights Agreement”) with certain Sellers as set forth therein, the Equity Representative, the Sponsors and certain Other Holders (each as defined in the Investor Rights Agreement). Pursuant to the Investor Rights Agreement, the Registration Rights Agreement, dated as of March 2, 2021, between the Other Holders and the Company was terminated and the Company agreed to grant to the Other Holders, which includes certain equityholders of QualTek as well as the Sponsors, certain registration rights, including customary piggyback registration rights and demand registration rights immediately after the Closing, which are subject to customary terms and conditions, including with respect to cooperation and reduction of underwritten shelf takedown provisions. Business Combination Marketing Agreement The Company entered into a business combination marketing agreement with Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”), the underwriters in the Initial Public Offering, to act as advisors in connection with a Business Combination, including assisting in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination, holding meetings with the stockholders to discuss the Business Combination and the target’s attributes, introducing the Company to potential investors to purchase its securities in connection with the Business Combination, assisting in obtaining stockholder approval for the Business Combination, and assisting with relevant financial analysis, presentations, press releases and filings related to the Business Combination. The Company will pay Roth and Craig-Hallum a marketing fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or $4,025,000. Roth and Craig-Hallum will not be entitled to such fee unless the Company consummates a Business Combination. On February 14, 2022, in connection with the Closing, the Company paid Roth and Craig-Hallum an aggregate amount of $4,025,000. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock issued outstanding 0 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 8 — WARRANTS At December 31, 2021, there were 2,875,000 Public Warrants and 102,000 Private Placement Warrants outstanding. There were no Public Warrants or Private Placement Warrants outstanding The Company will not issue fractional warrants. The Public Warrants will become exercisable on 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if there is no effective registration statement covering the shares of common stock issuable upon exercise of the Public Warrants within 120 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of a Business Combination. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable 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. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
INCOME TAX | NOTE 9 — INCOME TAX The Company’s net deferred tax assets at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 31,042 $ 168 Startup/Organization expenses 88,712 37 Total deferred tax assets 119,754 205 Valuation allowance (119,754) (205) Deferred tax assets, net of valuation allowance $ — $ — The income tax provision consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (119,549) (205) State and Local Current — — Deferred — — Change in valuation allowance 119,549 205 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $147,817 and $800 in U.S. federal net operating loss carryover available to offset future taxable income. The net operating loss generated does not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2021 and 2020, the change in the valuation allowance was $119,549 and $205 . A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (0.6) % (0.0) % Merger and acquisition costs (17.5) % 0.0 % Valuation allowance (2.9) % (21.0) % Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns since inception remain open and subject to examination. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 — 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: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 115,009,882 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 205,703 The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the accompanying consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations. The Private Placement Warrants were valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing and guideline public company volatility similar to the acquisition target (QualTek Services Inc.). There were no transfers between 1 2 3 The following table provides quantitative information regarding Level 3 fair value measurements: At March 5, 2021 (Initial At Measurement) December 31, 2021 Stock price $ 9.78 $ 9.93 Strike price $ 11.50 $ 11.50 Volatility 14.9 % 27.6 % Risk-free rate 0.87 % 1.22 % Probability of Business Combination occurring 75 % 90.0 % Dividend yield 0.0 % 0.0 % Fair value of Private Placement Warrants $ 0.90 $ 2.02 The following table presents the changes in the fair value of Level 3 warrant liabilities: Warrant Liabilities Fair value as of March 5, 2021 (Initial Measurement) $ 91,800 Change in fair value 113,903 Fair value as of December 31, 2021 $ 205,703 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described in these financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On February 14, 2022 the Company completed its Business Combination with BCP QualTek. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(l) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated 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 the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital. At December 31, 2021, common stock subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,558,750) Common stock issuance costs (2,882,212) Plus: Remeasurement of carrying value to redemption value 5,440,962 Common stock subject to possible redemption $ 115,000,000 |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the Private Placement Warrants (as defined in Note 4) was estimated using a binomial lattice simulation approach (see Note 10). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The remeasurement associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 2,977,000 shares of common stock in the calculation of diluted loss per share, since the inclusion of such warrants is contingent upon the occurrence of future events and would be anti-dilutive. As of December 31, 2021 and 2020, the Company did not have any other dilutive 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 loss per common share is the same as basic net loss per common share for the periods presented. Year Ended Year Ended December 31, 2021 December 31, 2020 Non- Non- Redeemable redeemable Redeemable redeemable common common common common stock stock stock stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (3,046,450) $ (1,010,511) $ — $ (975) Denominator: Basic and diluted weighted average shares outstanding 9,483,562 3,145,707 — 2,500,000 Basic and diluted net loss per common share $ (0.32) $ (0.32) $ — $ (0.00) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheets, primarily due to their short-term nature, with the exception of the warrant liability (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption of ASU 2020-06 is being assessed by the Company, however no significant impact on the financial statements is anticipated. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of common stock subject to possible redemption | Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,558,750) Common stock issuance costs (2,882,212) Plus: Remeasurement of carrying value to redemption value 5,440,962 Common stock subject to possible redemption $ 115,000,000 |
Reconciliation of Net Loss per Common Share | Year Ended Year Ended December 31, 2021 December 31, 2020 Non- Non- Redeemable redeemable Redeemable redeemable common common common common stock stock stock stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (3,046,450) $ (1,010,511) $ — $ (975) Denominator: Basic and diluted weighted average shares outstanding 9,483,562 3,145,707 — 2,500,000 Basic and diluted net loss per common share $ (0.32) $ (0.32) $ — $ (0.00) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
Schedule of net deferred tax assets | December 31, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 31,042 $ 168 Startup/Organization expenses 88,712 37 Total deferred tax assets 119,754 205 Valuation allowance (119,754) (205) Deferred tax assets, net of valuation allowance $ — $ — |
Schedule of income tax provision | December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (119,549) (205) State and Local Current — — Deferred — — Change in valuation allowance 119,549 205 Income tax provision $ — $ — |
Schedule of reconciliation of the federal income tax rate to the effective tax rate | December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (0.6) % (0.0) % Merger and acquisition costs (17.5) % 0.0 % Valuation allowance (2.9) % (21.0) % Income tax provision 0.0 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities measured at fair value on a recurring basis | December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 115,009,882 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 205,703 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At March 5, 2021 (Initial At Measurement) December 31, 2021 Stock price $ 9.78 $ 9.93 Strike price $ 11.50 $ 11.50 Volatility 14.9 % 27.6 % Risk-free rate 0.87 % 1.22 % Probability of Business Combination occurring 75 % 90.0 % Dividend yield 0.0 % 0.0 % Fair value of Private Placement Warrants $ 0.90 $ 2.02 |
Schedule of change in the fair value of Level 3 warrant liabilities | Warrant Liabilities Fair value as of March 5, 2021 (Initial Measurement) $ 91,800 Change in fair value 113,903 Fair value as of December 31, 2021 $ 205,703 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 14, 2022USD ($)$ / sharesshares | Feb. 13, 2022USD ($)$ / sharesshares | Dec. 31, 2021item$ / shares | Dec. 31, 2020$ / shares |
Condition for future business combination number of businesses minimum | item | 1 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Subsequent event | ROCR | ||||
Number of shares redeemed | shares | 11,400,000 | |||
Redemption price per share | $ / shares | $ 10 | |||
Aggregate value of shares redeemed | $ 114,000,000 | |||
Subsequent event | Business Combination Agreement | ||||
Merger consideration | $ 306,888,378 | |||
Amount considered for calculation of Equity Value | 294,318,543.80 | |||
Value of Equity Interests issued as consideration | 10,000,000 | |||
Convertible promissory note issued | $ 30,557,501.20 | |||
Subsequent event | Business Combination Agreement | Blocker Merger | Class A common stock | ||||
Number of shares to be issued | shares | 11,923,940 | |||
Subsequent event | Business Combination Agreement | Qualtek Merger | Common Class B | ||||
Number of shares to be issued | shares | 18,764,898 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Subsequent event | Business Combination Agreement | ROCR | ||||
Number of shares to be issued | shares | 16,160,418 | |||
Number of shares issued and outstanding | shares | 21,571,283 | |||
Subsequent event | Business Combination Agreement | ROCR | Common Stock | ||||
Value of Equity Interests issued as consideration | $ 161,604,181.12 | |||
Subsequent event | Convertible Note Subscription Agreements | ||||
Aggregate principal amount | $ 124,685,000 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional information (Details) - USD ($) | Mar. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Proceeds from sale of Private Units | $ 4,080,000 | ||
Transaction Costs | 2,882,212 | ||
Underwriting fees | 2,300,000 | ||
Other offering costs | 582,212 | ||
Payments For Investment Of Cash In Trust Account | 115,000,000 | ||
operating bank accounts | 106,604 | $ 195,758 | |
working capital deficit | $ 2,746,345 | ||
Private Placement | |||
Sale of Private Placement Warrants (in shares) | 408,000 | ||
Private Placement | Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 408,000 | ||
Price of warrants | $ 10 | ||
Proceeds from sale of Private Units | $ 4,080,000 | ||
Initial Public Offering | |||
Number of units sold | 11,500,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 115,000,000 | ||
Payments For Investment Of Cash In Trust Account | $ 115,000,000 | ||
Over-allotment option | |||
Number of units sold | 1,500,000 | ||
Purchase price, per unit | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Anti-dilutive securities attributable to warrants (in shares) | 2,977,000 | |
Federal deposit insurance coverage | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Subject to Possible Redemption (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Gross proceeds | $ 115,000,000 |
Proceeds allocated to Public Warrants | (2,558,750) |
Common stock issuance costs | (2,882,212) |
Remeasurement of common stock to redemption amount | 5,440,962 |
Common stock subject to possible redemption | $ 115,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable common stock | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (3,046,450) | |
Denominator: | ||
Weighted average shares outstanding, basic | 9,483,562 | |
Weighted average shares outstanding, diluted | 9,483,562 | |
Net loss per common share, basic | $ (0.32) | |
Net loss per common share, diluted | $ (0.32) | |
Non-redeemable common stock | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (1,010,511) | $ (975) |
Denominator: | ||
Weighted average shares outstanding, basic | 3,145,707 | 2,500,000 |
Weighted average shares outstanding, diluted | 3,145,707 | 2,500,000 |
Net loss per common share, basic | $ (0.32) | $ 0 |
Net loss per common share, diluted | $ (0.32) | $ 0 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Mar. 05, 2021 | Dec. 31, 2021 |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 11,500,000 | |
Purchase price, per unit | $ 10 | |
Number of warrants in a unit | 1 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 1,500,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Aggregate purchase price | $ | $ 4,080,000 |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants per unit | 1 |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | 408,000 |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | 408,000 |
Price of warrants | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 4,080,000 |
Exercise price of warrants | $ / shares | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Feb. 24, 2021shares | Feb. 09, 2021$ / sharesshares | Mar. 26, 2020shares | Feb. 28, 2021USD ($)$ / sharesshares | Feb. 28, 2019USD ($)shares | Dec. 31, 2021D$ / shares |
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 35,233 | 100 | ||||
Proceeds from Issuance of Common Stock | $ | $ 25,000 | |||||
Share Price | $ / shares | $ 0.50 | |||||
Share dividend | 4,312,500 | 28,750 | ||||
Consideration paid | $ | $ 919 | |||||
Number of shares held by the initial stockholders | 2,875,000 | 2,875,000 | 89,093 | |||
Aggregate Number Of Shares Owned | 105,699 | |||||
Shares subject to forfeiture | 375,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Percentage of transfer of founder shares with certain exceptions | 50.00% | |||||
Percentage of transfer of remaining founder shares with certain exceptions | 50.00% | |||||
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) | $ / shares | $ 12.50 | |||||
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 | D | 30 | |||||
Director Nominees And Affliates | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares sold to director nominees and affliates | 194,792 | |||||
Fair value of shares sold | $ | $ 1,229,138 | |||||
Fair value per share | $ / shares | $ 6.31 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory Note - Related Party (Details) - USD ($) | Feb. 14, 2022 | Mar. 09, 2021 | Dec. 31, 2021 | Nov. 03, 2021 | Dec. 15, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 200,000 | ||||
Promissory Note With Related Party | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount | $ 500,000 | $ 200,000 | |||
Repayment of promissory note - related party | $ 500,000 | $ 200,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Feb. 14, 2022 | |
COMMITMENTS | ||
Marketing fee (as a percent) | 3.50% | |
Marketing fee | $ 4,025,000 | $ 4,025,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 3,283,000 | 2,875,000 |
Common shares, shares outstanding (in shares) | 3,283,000 | 2,875,000 |
Common stock subject to possible redemption (in shares) | 11,500,000 | 0 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended | |
Dec. 31, 2021D$ / sharesshares | Dec. 31, 2020shares | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 102,000 | 0 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Number of days of which warrants will not be effective from the date of business combination | 120 days | |
Public Warrants expiration term | 5 years | |
Warrants outstanding | shares | 2,875,000 | 0 |
Issue price per share | $ / shares | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60.00% | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Warrant exercise price adjustment multiple | 115.00% | |
Warrant redemption price adjustment multiple | 180.00% | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Warrant redemption condition minimum share price | $ / shares | $ 18 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption period | 30 days |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
INCOME TAX | ||
Net operating loss carryforward | $ 31,042 | $ 168 |
Startup/Organizational expenses | 88,712 | 37 |
Total deferred tax assets | 119,754 | 205 |
Valuation Allowance | $ (119,754) | $ (205) |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Deferred | $ (119,549) | $ (205) |
State and Local | ||
Change in valuation allowance | $ 119,549 | $ 205 |
INCOME TAX - Operating loss car
INCOME TAX - Operating loss carryovers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX | ||
Operating loss carryovers | $ 147,817 | $ 800 |
Change in the valuation allowance | $ 119,549 | $ 205 |
INCOME TAX - Schedule of reconc
INCOME TAX - Schedule of reconciliation of the federal income tax rate to the effective tax rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in fair value of warrants | (0.60%) | 0.00% |
Merger and acquisition costs | (17.50%) | 0.00% |
Valuation allowance | (2.90%) | (21.00%) |
Income tax provision | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) | Dec. 31, 2021 | Mar. 05, 2021 |
Liabilities: | ||
Warrant Liability - Private Placement Warrants | $ 205,703 | |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 115,009,882 | |
Level 3 | ||
Liabilities: | ||
Warrant Liability - Private Placement Warrants | 205,703 | $ 91,800 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability - Private Placement Warrants | $ 205,703 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
FAIR VALUE MEASUREMENTS | |
Transfer of assets from level 1 to level 2 | $ 0 |
Transfer of assets from level 2 to level 1 | 0 |
Transfer of assets from/ to level 3 | 0 |
Transfer of liabilities from level 1 to level 2 | 0 |
Transfer of liabilities from level 2 to level 1 | 0 |
Transfer of liabilities from/ to level 3 | $ 0 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Dec. 31, 2021 | Mar. 05, 2021 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 9.93 | 9.78 |
Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 11.50 | 11.50 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 27.6 | 14.9 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 1.22 | 0.87 |
Probability of Business Combination occurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 90 | 75 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0 | 0 |
Fair value of private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 2.02 | 0.90 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of Level 3 Warrant Liabilities (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2021 | $ 205,703 |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Change in fair value | 113,903 |
Fair value as of December 31, 2021 | $ 205,703 |