Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | FOREST ROAD ACQUISITION CORP. II | |
Trading Symbol | FRXB | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001840161 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40181 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1376005 | |
Entity Address, Address Line One | 1177 Avenue of the Americas | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (917) | |
Local Phone Number | 310-3722 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 35,000,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 8,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 439,478 | $ 845,291 |
Prepaid expenses | 195,600 | 207,540 |
Total current assets | 635,078 | 1,052,831 |
Prepaid expenses - non-current | 39,234 | |
Investments held in trust account | 350,059,207 | 350,028,004 |
Total noncurrent assets | 350,059,207 | 350,067,238 |
Total assets | 350,694,285 | 351,120,069 |
Current liabilities: | ||
Accounts payable and accrued expenses | 237,677 | 295,141 |
Taxes payable | 50,000 | 163,035 |
Total current liabilities | 287,677 | 458,176 |
Warrant liabilities | 10,363,190 | 12,923,325 |
Deferred underwriters’ discount payable | 12,250,000 | 12,250,000 |
Total liabilities | 22,900,867 | 25,631,501 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 35,000,000 and 0 shares issued and outstanding at redemption value of $10.00 per share at March 31, 2022 and December 31, 2021, respectively | 350,000,000 | 350,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized, none issued and outstanding, excluding 35,000,000 shares subject to redemption at March 31, 2022 and December 31, 2021 | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,750,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 875 | 875 |
Additional paid-in capital | ||
Accumulated deficit | (22,207,457) | (24,512,307) |
Total stockholders’ deficit | (22,206,582) | (24,511,432) |
Total liabilities, common stock subject to possible redemption and stockholders’ deficit | $ 350,694,285 | $ 351,120,069 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 35,000,000 | 0 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redemption, par value (in Dollars per share) | 10 | 10 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 8,750,000 | 8,750,000 |
Common stock, shares outstanding | 8,750,000 | 8,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Formation and operating costs | $ 286,488 | $ 50,242 |
Loss from operations | (286,488) | (50,242) |
Other Income (Expense) | ||
Change in fair value of warrant liabilities | 2,560,135 | 4,625,599 |
Loss on sale of private placement warrants | (4,376,708) | |
Offering cost allocated to issuance of warrants | (754,694) | |
Interest income on investments held in trust account | 31,203 | 1,630 |
Total other income (expense) | 2,591,338 | (504,173) |
Net income (loss) | $ 2,304,850 | $ (554,415) |
Class A Common Stock | ||
Other Income (Expense) | ||
Weighted average shares outstanding (in Shares) | 35,000,000 | 7,777,778 |
Basic and diluted net income (loss) per share of common stock- common stock (in Dollars per share) | $ 0.05 | $ (0.03) |
Class B Common Stock | ||
Other Income (Expense) | ||
Weighted average shares outstanding (in Shares) | 8,750,000 | 8,764,792 |
Basic and diluted net income (loss) per share of common stock- common stock (in Dollars per share) | $ 0.05 | $ (0.03) |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders’ Deficit (Unaudited) - USD ($) | Class BCommon Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 877 | $ 24,123 | $ (811) | $ 24,189 |
Balance (in Shares) at Dec. 31, 2020 | 8,768,750 | |||
Forfeiture of 18,750 shares | $ (2) | 2 | ||
Forfeiture of 18,750 shares (in Shares) | (18,750) | |||
Accretion of Class A common stock subject to possible redemption | (24,125) | (32,344,069) | (32,368,194) | |
Net income | (554,415) | (554,415) | ||
Balance at Mar. 31, 2021 | $ 875 | (32,899,295) | (32,898,420) | |
Balance (in Shares) at Mar. 31, 2021 | 8,750,000 | |||
Balance at Dec. 31, 2021 | $ 875 | (24,512,307) | (24,511,432) | |
Balance (in Shares) at Dec. 31, 2021 | 8,750,000 | |||
Net income | 2,304,850 | 2,304,850 | ||
Balance at Mar. 31, 2022 | $ 875 | $ (22,207,457) | $ (22,206,582) | |
Balance (in Shares) at Mar. 31, 2022 | 8,750,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes In Stockholders’ Deficit (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Forfeiture of shares | 18,750 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 2,304,850 | $ (554,415) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on trust account | (31,203) | (1,630) |
Change in fair value of warrant liabilities | (2,560,135) | (4,625,599) |
Loss on sale of private placement warrants | 4,376,708 | |
Offering costs allocated to warrants | 754,694 | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 51,174 | (415,189) |
Taxes payable | (113,035) | |
Accounts payable and accrued expenses | (57,464) | 43,594 |
Net cash used in operating activities | (405,813) | (421,837) |
Cash Flows from Investing Activities: | ||
Investment of cash into trust account | (350,000,000) | |
Net cash used in investing activities | (350,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock in initial public offering | 343,000,000 | |
Proceeds from issuance of private placement warrants | 9,000,000 | |
Proceeds from issuance of promissory note | 96,892 | |
Repayment of promissory note to related party | (109,392) | |
Payments of offering costs | (398,831) | |
Net cash provided by financing activities | 351,588,669 | |
Net Change in Cash | (405,813) | 1,166,832 |
Cash - Beginning of period | 845,291 | |
Cash - Ending of period | 439,478 | 1,166,832 |
Supplemental disclosure of noncash financing activities: | ||
Deferred underwriting commissions payable charged to additional paid in capital | $ 12,250,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Organization and General Forest Road Acquisition Corp. II (the “Company”) was incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a specific industry or sector for purposes of consummating a Business Combination; however, the Company intends to concentrate its efforts on identifying businesses in the technology, media and telecommunications industry. 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. As of March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022, relates to the Company’s formation, the initial public offering (“IPO”) described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the IPO. The Company’s sponsor is Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2021 (the “Effective Date”). On March 12, 2021, the Company consummated the IPO of 35,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 4,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant entitling its holder to purchase one share of Class A common stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $350,000,000 (Note 3). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of an aggregate of 6,000,000 warrants (“Private Placement Warrants”) to purchase Class A common stock, each at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,000,000 (Note 4). Transaction costs amounted to $19,691,331, consisting of $7,000,000 of underwriting discount, $12,250,000 of deferred underwriters’ fee and $441,331 of other offering costs. Trust Account Following the closing of the IPO on March 12, 2021, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which was invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights (including redemption rights) or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. There will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of March 31, 2022, the Company had cash outside the Trust Account of $439,478 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of March 31, 2022, none of the funds in the Trust Account were available to be withdrawn as described above. The Company anticipates that the $439,478 held outside of the Trust Account as of March 31, 2022 will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the condensed financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the Sponsor, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors is under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Sponsor has indicated that it will provide financial support to the Company to satisfy all working capital obligations as needed. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a Business Combination by March 12, 2023, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 12, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As of the date of these condensed financial statements, the impact of this action and related sanctions on the world economy is not determinable. While it is reasonably possible that the action could have a negative effect on the Company’s financial condition, results of operations, and cash flows, the specific impact is not readily determinable as of the date of the condensed financial statements. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2021 and filed with the SEC on April 15, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 March 31, 2022 and December 31, 2021. Investments Held in the Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were money market funds. The money market funds are presented on the condensed balance sheets at fair value at the end of the reporting period. Gains and losses resulting from the change in fair value of the money market funds are included in interest income on marketable securities held in the Trust Account in the accompanying statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risk on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022, and December 31, 2021, 35,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. 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 the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. 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 common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. This presentation assumes a business combination as the most likely outcome. The 13,000,000 shares of common stock underlying the outstanding warrants of the Company were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months For the three months Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,843,880 $ 460,970 $ (260,668 ) $ (293,747 ) Denominator: Weighted-average shares outstanding 35,000,000 8,750,000 7,777,778 8,764,792 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.03 ) $ (0.03 ) Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A- “Expense of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO 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 statement of operations. Offering costs associated with the shares of Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the IPO. The Company classifies deferred underwriting commissions as noncurrent liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering costs amounting to $19,691,331 (consisting of $7,000,000 in underwriting commissions, $12,250,000 of deferred underwriters’ fee and $441,331 of other offering costs) were incurred, of which $754,694 was allocated to warrants and expensed and $18,936,637 was charged to temporary equity. 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 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for its 13,000,000 warrants (including 7,000,000 Public Warrants (as defined below) and 6,000,000 Private Placement Warrants) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Private Placement has been estimated using the Black-Scholes Option Pricing Method at each measurement date. The fair value of the warrants was updated to reflect the fair values as of March 31, 2022. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, except the warrant liabilities (see Note 9). I ncome 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 March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company had not adopted ASU 2020-06 as of March 31, 2022. The Company is still evaluating the impact that ASU 2020-06 would have on its condensed financial statements. The Company’s 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 condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On March 12, 2021, the Company sold 35,000,000 Units at a price of $10.00 per Unit, including the issuance of 4,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company paid an underwriting discount at the closing of the IPO of $7,000,000. All of the 35,000,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2022, and December 31, 2021 the common stock subject to possible redemption reflected on the condensed balance sheets were reconciled in the following table: Gross proceeds from IPO $ 350,000,000 Less: Proceeds allocated to Public Warrants (13,431,557 ) Common stock issuance costs (18,936,637 ) Plus: Accretion of carrying value to redemption value 32,368,194 Common stock subject to possible redemption $ 350,000,000 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On December 23, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 17, 2021, the Company effected a 0.5 for 1 stock dividend for each share of Class B common stock outstanding, resulting in an aggregate of 8,625,000 shares of Class B common stock issued and outstanding. On March 9, 2021, the Company effected a 0.0166667 for 1 stock dividend for each share of Class B common stock outstanding, resulting in an aggregate of 8,768,750 shares of Class B common stock issued and outstanding. The Founder Shares included an aggregate of up to 1,143,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full. On March 12, 2021, the underwriters partially exercised their over-allotment option, hence, 1,125,000 Founder Shares were no longer subject to forfeiture, and 18,750 Founder Shares were forfeited. As a result, the number of shares of Class B common stock outstanding at March 12, 2021 was 8,750,000. Promissory Note – Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and due on the earlier of June 30, 2021 or the closing of the IPO. The balance of $109,392 was paid in full during the year. As of March 31, 2022 and December 31, 2021, there were no outstanding balances under the promissory note. No future borrowings are permitted under this loan. Administrative Service Fee The Company has agreed, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The amount of the administrative service fee for the three months ended March 31, 2022 and March 31, 2021 was $30,000 and $0, respectively. There were no administrative fees payable as of March 31, 2022 and December 31, 2021. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, no Working Capital Loans were outstanding. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 - Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of at least 15% of the then-outstanding number of these securities will be entitled to make up to three demands, excluding short-form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On March 12, 2021, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $7,000,000. In addition, $0.35 per unit, or approximately $12,250,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 7 - Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement, under the Securities Act, registering the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, 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 upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. 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 Class A 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 Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, 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 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). 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 in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders’ Equity (Deficit) [Abstract] | |
Stockholders’ Deficit | Note 8 - Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 - 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 include: ● Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Investments Held in Trust Account As of March 31, 2022 and December 31, 2021, the investments in the Trust Account consisted of approximately $350.0 million in U.S. money market funds. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. Fair Value Measurements The Company’s permitted investments consist of U.S. money market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. In April 2021, the Public Warrants began trading on the New York Stock Exchange and the Public Warrants were reclassified as Level 1 due to the use of an observable market price of these warrants. The Public Warrants were previously classified as Level 3 due to the lack of an observable market price for the warrants and initially valued using the Black-Scholes Option Pricing Model. The Company utilizes the Black-Scholes Option Pricing Model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table presents fair value information as of March 31, 2022 of the Company’s financial assets and liabilities, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Money Market $ 350,059,207 $ 350,059,207 $ - $ - Liabilities Public warrant liability $ 3,060,400 $ 3,060,400 $ - $ - Private placement warrant liability 7,302,790 - - 7,302,790 $ 10,363,190 $ 3,060,400 $ - $ 7,302,790 The following table presents fair value information as of December 31, 2021 of the Company’s financial assets and liabilities, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Money Market $ 350,028,004 $ 350,028,004 $ - $ - Liabilities Public warrant liability $ 5,495,300 $ 5,495,300 $ - $ - Private placement warrant liability 7,428,025 - - 7,428,025 $ 12,923,325 $ 5,495,300 $ - $ 7,428,025 The following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value for the three months ended March 31, 2022 and 2021: Fair Value as of December 31, 2021 $ 7,428,025 Change in fair value (125,235 ) Fair Value as of March 31, 2022 $ 7,302,790 Fair Value as of December 31, 2020 $ - Initial measurement on March 12, 2021 26,808,265 Change in fair value (4,625,599 ) Fair Value as of March 31, 2021 $ 22,182,666 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of April 30, 2021. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero . The following table provides quantitative information regarding Level 3 fair value measurements: At At Stock price $ 9.77 $ 9.73 Strike price $ 11.50 $ 11.50 Term (in years) 5 5 Volatility 16.0 % 20.5 % Risk-free rate 2.42 % 1.26 % Dividend yield 0.0 % 0.0 % The primary significant unobservable input used in the fair value measurement of the Company’s Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2021 and filed with the SEC on April 15, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 March 31, 2022 and December 31, 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were money market funds. The money market funds are presented on the condensed balance sheets at fair value at the end of the reporting period. Gains and losses resulting from the change in fair value of the money market funds are included in interest income on marketable securities held in the Trust Account in the accompanying statements of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risk on such account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022, and December 31, 2021, 35,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. 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 the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (Loss) per Share of Common Stock | 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 common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. This presentation assumes a business combination as the most likely outcome. The 13,000,000 shares of common stock underlying the outstanding warrants of the Company were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months For the three months Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,843,880 $ 460,970 $ (260,668 ) $ (293,747 ) Denominator: Weighted-average shares outstanding 35,000,000 8,750,000 7,777,778 8,764,792 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.03 ) $ (0.03 ) |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A- “Expense of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO 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 statement of operations. Offering costs associated with the shares of Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the IPO. The Company classifies deferred underwriting commissions as noncurrent liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering costs amounting to $19,691,331 (consisting of $7,000,000 in underwriting commissions, $12,250,000 of deferred underwriters’ fee and $441,331 of other offering costs) were incurred, of which $754,694 was allocated to warrants and expensed and $18,936,637 was charged to temporary equity. |
Warrant Liabilities | 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 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for its 13,000,000 warrants (including 7,000,000 Public Warrants (as defined below) and 6,000,000 Private Placement Warrants) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Private Placement has been estimated using the Black-Scholes Option Pricing Method at each measurement date. The fair value of the warrants was updated to reflect the fair values as of March 31, 2022. |
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, except the warrant liabilities (see Note 9). |
Income Taxes | ncome 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 March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company had not adopted ASU 2020-06 as of March 31, 2022. The Company is still evaluating the impact that ASU 2020-06 would have on its condensed financial statements. The Company’s 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 condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income per share of common stock | For the three months For the three months Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,843,880 $ 460,970 $ (260,668 ) $ (293,747 ) Denominator: Weighted-average shares outstanding 35,000,000 8,750,000 7,777,778 8,764,792 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.03 ) $ (0.03 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Schedule of common stock subject to possible redemption reflected on the balance sheets | Gross proceeds from IPO $ 350,000,000 Less: Proceeds allocated to Public Warrants (13,431,557 ) Common stock issuance costs (18,936,637 ) Plus: Accretion of carrying value to redemption value 32,368,194 Common stock subject to possible redemption $ 350,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities are measured at fair value on a recurring basis | Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Money Market $ 350,059,207 $ 350,059,207 $ - $ - Liabilities Public warrant liability $ 3,060,400 $ 3,060,400 $ - $ - Private placement warrant liability 7,302,790 - - 7,302,790 $ 10,363,190 $ 3,060,400 $ - $ 7,302,790 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Money Market $ 350,028,004 $ 350,028,004 $ - $ - Liabilities Public warrant liability $ 5,495,300 $ 5,495,300 $ - $ - Private placement warrant liability 7,428,025 - - 7,428,025 $ 12,923,325 $ 5,495,300 $ - $ 7,428,025 |
Schedule of level 3 financial instruments | Fair Value as of December 31, 2021 $ 7,428,025 Change in fair value (125,235 ) Fair Value as of March 31, 2022 $ 7,302,790 Fair Value as of December 31, 2020 $ - Initial measurement on March 12, 2021 26,808,265 Change in fair value (4,625,599 ) Fair Value as of March 31, 2021 $ 22,182,666 |
Schedule of quantitative information regarding level 3 fair value measurements | At At Stock price $ 9.77 $ 9.73 Strike price $ 11.50 $ 11.50 Term (in years) 5 5 Volatility 16.0 % 20.5 % Risk-free rate 2.42 % 1.26 % Dividend yield 0.0 % 0.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Mar. 12, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 350,000,000 | ||
Transaction costs | $ 19,691,331 | ||
Underwriting discount | 7,000,000 | ||
Deferred underwriters’ fee | 12,250,000 | ||
Other offering costs | $ 441,331 | ||
Trust account, percentage | 80.00% | ||
Ownership percentage | 50.00% | ||
Public shares percentage | 15.00% | ||
Business combination redeem percentage | 100.00% | ||
Business transaction agreement, description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | ||
Working capital | $ 439,478 | ||
Trust account value | 439,478 | ||
IPO [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Sale of units | $ 350,000,000 | ||
Stock price (in Dollars per share) | $ 10 | ||
Private Placement Warrants [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 9,000,000 | ||
Aggregate warrant (in Shares) | 6,000,000 | ||
Class A Common Stock [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Share price per share (in Dollars per share) | 11.5 | ||
Offering price (in Dollars per share) | $ 10 | ||
Share issued price (in Dollars per share) | 1.5 | ||
Class A Common Stock [Member] | IPO [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Number of shares (in Shares) | 35,000,000 | ||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Number of shares (in Shares) | 4,500,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Share issued price (in Dollars per share) | $ 11.5 | ||
Business Combination [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Business combination, description | (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. | ||
Net tangible assets | $ 5,000,001 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | |||
Federal depository insurance amount | $ 250,000 | ||
Common stock outstanding warrants (in Shares) | 13,000,000 | 13,000,000 | |
Transaction costs | $ 19,691,331 | ||
Underwriting commissions | 7,000,000 | ||
Deferred underwriters’ fee | 12,250,000 | ||
Other offering costs | 441,331 | ||
Allocated to warrant | 754,694 | ||
Charged temporary equity | $ 18,936,637 | ||
Warrant [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Common stock warrants issued (in Shares) | 13,000,000 | ||
Public Warrants [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Derivative warrant liabilities | $ 7,000,000 | ||
Private Placement Warrants [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Derivative warrant liabilities | $ 6,000,000 | ||
Common Class A [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Stock subject to possible redemption (in Shares) | 35,000,000 | 35,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,843,880 | $ (260,668) |
Denominator: | ||
Weighted-average shares outstanding | 35,000,000 | 7,777,778 |
Basic and diluted net income (loss) per share | $ 0.05 | $ (0.03) |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 460,970 | $ (293,747) |
Denominator: | ||
Weighted-average shares outstanding | 8,750,000 | 8,764,792 |
Basic and diluted net income (loss) per share | $ 0.05 | $ (0.03) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 12, 2021 | Mar. 31, 2022 |
Initial Public Offering (Details) [Line Items] | ||
Sale of unit | 35,000,000 | |
Price per unit | $ 10 | |
Issuance of units | 4,500,000 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Underwriting discount | $ 7,000,000 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Common stock par value | $ 0.0001 | |
Stock price | $ 11.5 | |
Class A Common Stock [Member] | Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares of common stock | 35,000,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of common stock subject to possible redemption reflected on the balance sheets | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of common stock subject to possible redemption reflected on the balance sheets [Abstract] | |
Gross proceeds from IPO | $ 350,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (13,431,557) |
Common stock issuance costs | (18,936,637) |
Plus: | |
Accretion of carrying value to redemption value | 32,368,194 |
Common stock subject to possible redemption | $ 350,000,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Purchase aggregate amount (in Shares) | shares | 6,000,000 |
Price per unit | $ 1.5 |
Aggregate purchase price (in Dollars) | $ | $ 9,000,000 |
Class A Common Stock [Member] | |
Private Placement (Details) [Line Items] | |
Common stock price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 12, 2021 | Mar. 09, 2021 | Feb. 17, 2021 | Dec. 23, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||
Payment of costs related to the IPO (in Dollars) | $ 300,000 | |||||
Borrowings outstanding under the promissory note (in Dollars) | 109,392 | |||||
Sponsor fee (in Dollars) | 10,000 | |||||
Administrative service fee (in Dollars) | 30,000 | $ 0 | ||||
Working capital loans (in Dollars) | $ 1,500,000 | |||||
Founder Share [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Sponsor paid amount (in Dollars) | $ 25,000 | |||||
Shares consideration | 5,750,000 | |||||
Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination entity at a price per warrant (in Dollars per share) | $ 1.5 | |||||
Founder Share [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Stock dividends, description | On February 17, 2021, the Company effected a 0.5 for 1 stock dividend for each share of Class B common stock outstanding, resulting in an aggregate of 8,625,000 shares of Class B common stock issued and outstanding. | |||||
Aggregate shares subject to forfeiture | 1,143,750 | |||||
Founder Share [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Founder shares no longer subject to forfeiture | 1,125,000 | |||||
Shares forfeited | 18,750 | |||||
Founder Share [Member] | Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Stock dividends, description | On March 9, 2021, the Company effected a 0.0166667 for 1 stock dividend for each share of Class B common stock outstanding, resulting in an aggregate of 8,768,750 shares of Class B common stock issued and outstanding. | |||||
Common stock, shares issued | 8,768,750 | 8,625,000 | ||||
Common stock, shares outstanding | 8,750,000 | 8,768,750 | 8,625,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - shares | Mar. 12, 2021 | Mar. 31, 2022 |
Commitments & Contingencies (Details) [Line Items] | ||
Outstanding fee in percentage | 15.00% | |
Underwriting agreement, description | In addition, $0.35 per unit, or approximately $12,250,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | |
IPO [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Cash underwriting fee percentage | 2.00% | |
Gross proceeds (in Shares) | 7,000,000 |
Warrants (Details)
Warrants (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Warrants (Details) [Line Items] | |
Shares issued | $ 0.01 |
Common stock equals or exceeds per share | 18 |
Business combination market value price per shares | $ 9.2 |
Higher of the market value and the newly issued price | 180.00% |
Redemption trigger price per share | $ 18 |
Class A Common Stock [Member] | |
Warrants (Details) [Line Items] | |
Higher of the market value and the newly issued price | 115.00% |
Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Total equity proceeds percentage | 60.00% |
Business Combination [Member] | Class A Common Stock [Member] | |
Warrants (Details) [Line Items] | |
Business combination at an issue price or effective issue price | $ 9.2 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued description | At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. | |
Preferred stock, shares issued description | As of March 31, 2022 and December 31, 2021, there were no shares of Class A common stock issued or outstanding, excluding 35,000,000 shares subject to possible redemption. | |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 35,000,000 | 0 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Common stock conversion percentage | 20.00% | |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,750,000 | 8,750,000 |
Common stock, shares outstanding | 8,750,000 | 8,750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value Disclosures [Abstract] | |
Investments held in trust account | $ 350 |
Short term investment | 1 year |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Investments held in Trust Account - U.S. Money Market | $ 350,059,207 | $ 350,028,004 |
Liabilities | ||
Total Warrant Liability | 10,363,190 | 12,923,325 |
Public Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | 3,060,400 | 5,495,300 |
Private Placement Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | 7,302,790 | 7,428,025 |
Level 1 [Member] | ||
Assets | ||
Investments held in Trust Account - U.S. Money Market | 350,059,207 | 350,028,004 |
Liabilities | ||
Total Warrant Liability | 3,060,400 | 5,495,300 |
Level 1 [Member] | Public Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | 3,060,400 | 5,495,300 |
Level 1 [Member] | Private Placement Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | ||
Level 2 [Member] | ||
Assets | ||
Investments held in Trust Account - U.S. Money Market | ||
Liabilities | ||
Total Warrant Liability | ||
Level 2 [Member] | Public Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | ||
Level 2 [Member] | Private Placement Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | ||
Level 3 [Member] | ||
Assets | ||
Investments held in Trust Account - U.S. Money Market | ||
Liabilities | ||
Total Warrant Liability | 7,302,790 | 7,428,025 |
Level 3 [Member] | Public Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | ||
Level 3 [Member] | Private Placement Warrant Liability [Member] | ||
Liabilities | ||
Total Warrant Liability | $ 7,302,790 | $ 7,428,025 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of level 3 financial instruments - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of level 3 financial instruments [Abstract] | ||
Fair Value beginning balance | $ 7,428,025 | |
Initial measurement on March 12, 2021 | 26,808,265 | |
Change in fair value | (125,235) | (4,625,599) |
Fair Value ending balance | $ 7,302,790 | $ 22,182,666 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of quantitative information regarding level 3 fair value measurements [Abstract] | ||
Stock price (in Dollars per share) | $ 9.77 | $ 9.73 |
Strike price (in Dollars per share) | $ 11.5 | $ 11.5 |
Term (in years) | 5 years | 5 years |
Volatility | 16.00% | 20.50% |
Risk-free rate | 2.42% | 1.26% |
Dividend yield | 0.00% | 0.00% |