| Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars
in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to
the rules and regulations of the SEC. There was no activity as of the Company’s inception date of December 30, 2020, therefore financial
statements for the period ended December 31, 2020 have not been included in this report. Restatement of Previously Filed Balance
Sheet In preparation of the Company’s financial
statements as of and for quarterly period ended December 31, 2021, the Company concluded it should restate its previously issued financial
statement that reported in the Company’s Form 8-K filed with the SEC on March 24, 2021 (the “Post-IPO Balance Sheet”)
to classify all Class A common stock subject to redemption in temporary equity and to classify its outstanding warrants as liabilities.
In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption
to be classified outside of permanent equity. The Company had previously classified a portion
of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently
provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
The Company had previously classified a portion of its Class A common stock in permanent equity to maintain tangible assets at $5,000,001.
The Company’s management re-evaluated the approach and determined that the redeemable Class A common stock included certain provisions
that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets required to
complete the Company’s initial business combination. Accordingly, the Company determined it should present all redeemable Class
A common stock as temporary equity and recognize accretion from the initial book value to redemption value at the time of the Initial
Public Offering and Over-Allotment in accordance with ASC 480. Additionally, the Company reevaluated the accounting
treatment of (i) the 5,558,422 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company
in its Initial Public Offering and (ii) the 4,297,825 Private Placement Warrants that were issued to the Company’s sponsor in a
private placement that closed concurrently with the closing of the Initial Public Offering (together with the Public Warrants, the “Warrants”).
The Company previously classified the Warrants in stockholders’ equity. In further consideration of the guidance in FASB ASC Topic
815, “Derivatives and Hedging” (“ASC 815”), the Company concluded that a provision in the warrant agreement related
to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the
definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet
and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes
in fair value recognized in income and losses. In accordance with FASB ASC Topic 340, “Other
Assets and Deferred Costs,” as a result of the classification of the Warrants as derivative liabilities, the Company expensed a
portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined
based on the relative fair value of the Public Warrants and Class A common stock included in the Units. In accordance with SEC Staff Accounting Bulletin
No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that
the related impact was material to the Post-IPO Balance Sheet that contained the error. Therefore, the Company, in consultation with its
Audit Committee, concluded that the Post-IPO Balance Sheet should be restated to present all outstanding Class A common stock subject
to possible redemption as temporary equity, to recognize accretion from the initial book value to redemption value at the time of its
Initial Public Offering, and to classify all outstanding Warrants as liabilities. As such, the Company is reporting these restatements
to the audited March 18, 2021 balance sheet in this Form 10-K filing. The previously presented Post-IPO Balance Sheet should no longer
be relied upon. The following tables summarize the impact of the
restatement on each financial statement line item as of the date indicated:
As of March 18, 2021 As Reported Adjustment As Restated
Total assets $ 201,591,490 $ - $ 201,591,490
Derivative warrant liabilities - public warrants - 6,900,000 6,900,000
Derivative warrant liabilities - private warrants - 5,520,000 5,520,000
Total liabilities $ 7,168,694 $ 12,420,000 $ 19,588,694
Class A common stock subject to possible redemption 189,422,790 10,577,210 200,000,000
Preferred stock - - -
Class A common stock 106 (106 ) -
Class B common stock 575 - 575
Additional paid-in capital 5,042,601 (5,042,601 ) -
Accumulated deficit (43,276 ) (17,954,503 ) (17,997,779 )
Total stockholders’ equity (deficit) $ 5,000,006 $ (22,997,210 ) (17,997,204 )
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 201,591,490 $ - $ 201,591,490
Number of Class A common stock subject to redemption 18,942,279 1,057,721 20,000,000
Number of non-redeemable Class A common stock 1,057,721 (1,057,721 ) - 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Corporation coverage limits of $250,000. As of December 31, 2021, the Company has not experienced losses on these
accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside
the Trust Account as of December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is
comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable
fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government
securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised
of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented
on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these
securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated
fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the
reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate
of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and
liabilities which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or
approximate the carrying amounts represented in the balance sheet, except for the derivative warrant liabilities (See Note 8). Fair Value Measurements Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. 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 consist of:
● Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived
from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative
instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting
period. The Company accounts for the warrants issued in
connection with its Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC
815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value
at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in
fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with
the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model
and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement
date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on
the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more
current information becomes available and accordingly, the actual results could differ significantly. Derivative warrant liabilities are
classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require
the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as
non-operating expenses in the accompanying statement of operations. Offering costs associated with the Class A common stock issued were
charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering and Over-Allotment.
The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to
require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible
Redemption Class A common stock subject to mandatory redemption
(if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including
shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other
times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption
rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly,
at December 31, 2021, 22,233,687 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary
equity, outside of the stockholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected
to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption
value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date
for the security. Effective with the closing of the Initial Public
Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption
amount value, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021, the Company
had deferred tax assets with a full valuation allowance against them. ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since
inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as
Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss)
per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for
the respective period. The calculation of diluted net income per share
of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise
of the over-allotment option) and the Private Placement to purchase an aggregate of 9,856,247 shares of common stock in the calculation
of diluted income (loss) per share, because their exercise is contingent upon future events. The Company has considered the effect of
Class B shares of common stock that were excluded from the weighted average number of basic shares outstanding as they were contingent
on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares
in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated
with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following
table reflects the calculation of basic and diluted net income per share of common stock:
December 31, 2021
Class A Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income - basic $ 2,687,092 $ 815,982
Allocation of net income - diluted $ 2,662,402 $ 840,672
Denominator:
Basic weighted average common shares outstanding 17,603,478 5,345,604
Effect of dilutive securities - 212,818
Diluted weighted average common shares outstanding 17,603,478 5,558,422
Basic net income per common share $ 0.15 $ 0.15
Diluted net income per common share $ 0.15 $ 0.15 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
