Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-40467 | |
Entity Registrant Name | IRON SPARK I INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1693305 | |
Entity Address, Address Line One | 125 N Cache St. | |
Entity Address, City or Town | Jackson | |
Entity Address State Or Province | WY | |
Entity Address, Postal Zip Code | 83001 | |
City Area Code | 307 | |
Local Phone Number | 200-9007 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | ISAA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001845601 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | true | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,870,800 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,170,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 286,895 | $ 494,693 |
Prepaid expenses and other current assets | 319,052 | 281,141 |
Total current assets | 605,947 | 775,834 |
Investments held in Trust Account | 170,982,036 | 171,811,812 |
Prepaid expenses, non-current | 48,901 | 116,609 |
Total assets | 171,636,884 | 172,704,255 |
Current liabilities: | ||
Due to related parties | 159,170 | 163,715 |
Franchise taxes payable | 236,712 | 187,945 |
Accrued advisory fees | 7,000,000 | |
Accrued expenses | 855,517 | 32,210 |
Total current liabilities | 8,251,399 | 383,870 |
Deferred underwriting fee payable | 5,838,000 | 5,838,000 |
Total liabilities | 14,089,399 | 6,221,870 |
Commitments (Note 6) | ||
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value as of March 31, 2022 and December 31, 2021, respectively | 166,800,000 | 166,800,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 2,361,994 | 2,361,994 |
Accumulated deficit | (11,615,045) | (2,680,145) |
Total stockholders' deficit | (9,252,515) | (317,615) |
Total liabilities and stockholders' deficit | 171,636,884 | 172,704,255 |
Class A Common Stock | ||
Stockholders' Deficit | ||
Common stock | 119 | 119 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock | $ 417 | $ 417 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, shares outstanding | 4,170,000 | 4,170,000 |
Class A Common Stock Subject to Redemption | ||
Shares subject to possible redemption | 16,680,000 | 16,680,000 |
Common Stock | Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 17,870,800 | 17,870,800 |
Common shares, shares outstanding | 1,190,800 | 1,190,800 |
Common Stock | Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 4,170,000 | 4,170,000 |
Common Stock | Class A Common Stock Subject to Redemption | ||
Shares subject to possible redemption | 16,680,000 | 16,680,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 11 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | ||
CONDENSED STATEMENTS OF OPERATIONS | |||
Operating and formation costs | $ 8,056,357 | $ 1,300 | |
Loss from operations | (8,056,357) | (1,300) | |
Interest income on Trust Account | 4,224 | ||
Franchise taxes expense | (48,767) | ||
Net loss | $ (8,100,900) | $ (1,300) | |
Basic weighted average shares outstanding | 22,040,800 | 3,750,000 | [1] |
Diluted weighted average shares outstanding | 22,040,800 | 3,750,000 | |
Basic net loss per share | $ (0.37) | $ 0 | |
Diluted net loss per share | $ (0.37) | $ 0 | |
[1] | This number excludes up to 562,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Mar. 31, 2021shares |
Class B Common Stock | Over-allotment option | |
Maximum shares subject to forfeiture | 562,500 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Private Placement | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 21, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Jan. 21, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B common stock to Sponsor | $ 0 | $ 431 | 24,569 | 0 | 25,000 | |
Issuance of Class B common stock to Sponsors (in shares) | 0 | 4,312,500 | ||||
Net loss | $ (1,300) | 0 | (1,300) | (1,300) | ||
Balance at the end at Mar. 31, 2021 | $ 431 | 24,569 | (1,300) | 23,700 | ||
Balance at the end (in shares) at Mar. 31, 2021 | 4,312,500 | |||||
Balance at the beginning at Jan. 21, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |
Balance at the beginning (in shares) at Jan. 21, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (1,300) | |||||
Balance at the end at Dec. 31, 2021 | $ 119 | $ 417 | 2,361,994 | (2,680,145) | (317,615) | |
Balance at the end (in shares) at Dec. 31, 2021 | 1,190,800 | 4,170,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B common stock to Sponsors (in shares) | 100,800 | |||||
Remeasurement of Class A common stock to redemption amount | (9,598,115) | |||||
Payment of dividend to Class A Public Shareholders | (834,000) | (834,000) | ||||
Net loss | $ (6,568,254) | $ (1,532,646) | (8,100,900) | (8,100,900) | ||
Balance at the end at Mar. 31, 2022 | $ 119 | $ 417 | $ 2,361,994 | $ (11,615,045) | $ (9,252,515) | |
Balance at the end (in shares) at Mar. 31, 2022 | 1,190,800 | 4,170,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,300) | $ (8,100,900) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income on investments held in Trust Account | (4,224) | |
Amortization of prepaid expenses and other assets | 87,485 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,812) | (57,688) |
Due to related parties | (4,545) | |
Accrued advisory fees | 7,000,000 | |
Accrued expenses | 1,000 | 823,307 |
Franchise taxes payable | 48,767 | |
Net cash used in operating activities | (2,112) | (207,798) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock to Sponsor | 25,000 | |
Proceeds from advance from Sponsor | 5,000 | |
Payment of offering costs | (26,956) | |
Net cash provided by financing activities | 3,044 | |
Net Change in Cash | 932 | (207,798) |
Cash - Beginning of Period | 494,693 | |
Cash - End of Period | 932 | 286,895 |
Supplemental disclosures of noncash investing and financing activities: | ||
Deferred offering costs included in due to Sponsor | 74,250 | |
Deferred offering costs included in accrued offering costs | $ 25,000 | |
Class A Common Stock | ||
Supplemental disclosures of investing and financing activities: | ||
Payment of dividend to Class A Public Shareholders from trust account | $ 834,000 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Iron Spark I Inc. (the “Company”) is a blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the three months ended March 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2021. On June 11, 2021, the Company consummated its Initial Public Offering of 15,000,000 shares of Class A common stock (the “Public Shares”). The Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,090,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Iron Spark I LLC (the “Sponsor”), generating gross proceeds of $10,900,000, which is described in Note 4. The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Shares to cover over-allotments, if any. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 shares (the “Over-Allotment Shares”), generating gross proceeds of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 100,800 shares (the “Over-Allotment Private Placement Shares”) at a purchase price of $10.00 per share in a private placement to the Sponsor, generating gross proceeds of $1,008,000. Following the closing of the Initial Public Offering on June 11, 2021, an amount of $173,472,000 ($10.40 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering, the sale of the Private Placement Shares, the sale of the Over-Allotment Shares, and the exercise of the over-allotment option was placed in a U.S.-based trust account (the "Trust Account"), and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $9,515,489, consisting of $3,336,000 of cash underwriting fees, $5,838,000 of deferred underwriting fees and $341,489 of other costs. In addition, at March 31, 2022, $286,895 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, 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 target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (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, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for $10.00. In addition, concurrently with the release of funds from the Trust Account, non-redeeming stockholders will receive $0.05 per share (assuming that the Company did not previously distribute $0.40 per share in dividends) and the Sponsor will receive amounts remaining in the Trust Account that are in excess of $10.00 per Public Share. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately 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 law and the Company does not decide to hold a stockholder vote for business or other legal 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 U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal 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 Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the initial 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 redemption rights with respect to the Founder Shares and Public Shares held by them 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 and certain amendments to the Amended and Restated Certificate of Incorporation 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 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. The Company will have until June 11, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive 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 Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). 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 vendor 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 (i) $10.40 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering 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 or 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. Business Combination Agreement On April 3, 2022, the Company entered in an Agreement and Plan of Merger (the “Business Combination Agreement”) with Hypebeast Limited, a Cayman Islands exempted company with its shares publicly traded with stock code “00150” on the Main Board of the Stock Exchange of the Hong Kong Limited (the “HKSE”) and Hypebeast WAGMI Inc., a Delaware corporation and wholly owned subsidiary of Hypebeast Limited (the “Merger Sub”). In accordance with the terms and subject to the conditions of the Business Combination Agreement the Company will conduct a consolidation of its outstanding ordinary shares such that 30,000,000 ordinary shares of the Company (each a “Consolidated Share”) remain issued and outstanding immediately after such share consolidation with a price of $10.00 per share immediately following such share consolidation (the “Recapitalization”). Following the Recapitalization in accordance with the Companies Act (as amended) of the Cayman Islands, the Merger Sub will merge with and into the Special-purpose acquisition company ("SPAC") in accordance with the applicable provisions of the Delaware General Corporation Law (the “Merger”), with the SPAC being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Surviving Corporation”). The Merger will become effective at the time when the Certificate of Merger becomes effective under the Delaware General Corporation Law (the “Effective Time”). Upon closing of the Business Combination, the Consolidated Shares will be dual listed for trading on both the HKSE and the Nasdaq Capital Market LLC (“Nasdaq”). At the Effective Time, each share of Class A common stock of the SPAC, par value $0.0001 per share (each a “SPAC Class A Share”) and each share of Class B common stock of the SPAC, par value $0.0001 per share (each a “SPAC Class B Share;” and each SPAC Class A Share and SPAC Class B Share is referred to as a “SPAC Share”) (other than the SPAC Shares owned by the SPAC as treasury shares, the SPAC Shares owned by any of SPAC’s direct or indirect wholly-owned subsidiaries, and any SPAC Redeeming Shares (as defined below)) will cease to be outstanding and will automatically be converted into the right to receive, without interest, one Consolidated Share. The holders of the SPAC Shares outstanding immediately prior to the Effective Time will cease to have any rights with respect to such the SPAC Shares, except as provided by the Business Combination Agreement or by law. The “SPAC Redeeming Shares” means any SPAC Class A Shares in respect of which the eligible holder (as determined in accordance with the Amended and Restated Certificate of Incorporation and the By-Laws of the SPAC (the “SPAC Charter”), which shall not include Iron Spark I LLC (the “Sponsor”) or any other holder of SPAC Class B Shares) thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its redemption right. Holders of SPAC Redeeming Shares will receive $10.00 per SPAC Share at the closing of the Merger (the “Closing”). At Closing, each eligible stockholder of SPAC (which shall not include Sponsor or any other holder of SPAC Class B Shares) who has not exercised his, her or its redemption right shall receive a cash dividend in the amount of $0.05, without interest, with respect to each SPAC Non-Redeeming Share (as defined below) (collectively, the “SPAC Closing Dividends”); and following the payment of SPAC Closing Dividends, the Sponsor shall receive an amount in cash equal to all amounts in the trust account established for the purpose of holding the net proceeds of SPAC’s initial public offering (the “Trust Account”) in excess of $10.00 per SPAC Non-Redeeming Share prior to the payment of any transaction expenses and, for avoidance of doubt, without taking into account any proceeds from the PIPE Transaction and/or the Permitted Equity Financing. All shares of capital stock of the Merger Sub that are issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of the Company, be automatically converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation issued in the name of the Company, which share of common stock will be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time. Each certificate evidencing ownership of shares of Merger Sub common stock will, as of the Effective Time, evidence ownership of such share of common stock of the Surviving Corporation. Going Concern Consideration As of March 31, 2022, the Company had $286,895 in cash held outside of the Trust Account and working capital deficit of $7,645,452. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the condensed financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties 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 these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the 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 comprehensive 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 periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 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 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(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 condensed 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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 Trust Account As of March 31, 2022 and December 31, 2021, the Company had $170,982,036 and $171,811,812 in investments held in the Trust Account, respectively. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder 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 Accounting Standards Codification (“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. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 166,800,000 Less: Issuance costs allocated to Class A common stock (9,485,615) Proceeds allocated to over-allotment option (112,500) Plus: Remeasurement of carrying value to redemption value 9,598,115 Class A common stock subject to possible redemption $ 166,800,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statements 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. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January For the three months ended 22, 2021 (inception) through March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (6,568,254) $ (1,532,646) $ — $ (1,300) Denominator: Basic and diluted weighted average shares outstanding 17,870,800 4,170,000 — 3,750,000 (1) Basic and diluted net loss per share $ (0.37) $ (0.37) $ 0.00 $ (0.00) (1) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, due to a related party, and accrued expenses approximate fair value due to their short-term nature. Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table presents information about the Company's financial assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 170,982,036 $ 170,982,036 $ — $ — Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 171,811,812 $ 171,811,812 $ — $ — 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 if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 16,680,000 Public Shares, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,680,000, at $10.00 per Public Share, generating gross proceeds of $166,800,000. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,090,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating gross proceeds of $10,900,000. On June 16, 2021,the underwriters notified the Company of their intention to exercise the over-allotment option in part, resulting in the Sponsor paying an aggregate of $1,008,000 in exchange for 100,800 Over-Allotment Private Placement Shares. The proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares and Over-Allotment Private Placement Shares will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 3, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On June 8, 2021, the Sponsor surrendered 718,750 Founder Shares for no consideration. On June 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,680,000 shares (see Note 6). On July 26, 2021, 142,500 Founder Shares were forfeited upon the expiration of the underwriters’ over-allotment option, resulting in an aggregate of 4,170,000 Founder Shares outstanding. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) if the Company consummates a transaction after the Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Due to Related Parties An affiliate of the Sponsor and the Sponsor have paid $61,837 and $71,382 to cover certain operating costs and offering costs on behalf of the Company as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the Company owed $60,000 to the Sponsor. As of March 31, 2022 and December 31, 2021, the Company owed $1,837 and $11,382 to an affiliate of the Sponsor, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Sponsor makes any Working Capital Loans, such loans may be converted into shares of Class A common stock, at the price of $10.00 per share at the option of the lender. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the 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 $1,000,000 of such Working Capital Loans may be convertible into shares of Class A common stock at a price of $10.00 per share. As of March 31, 2022 and December 31, 2021, the Company did not have any outstanding related party loans. Consulting Agreement The Company entered into an agreement with a related party on January 26, 2021, to pay the related party a total of $25,000 per month for research, financial analysis, due diligence, bookkeeping and other administrative services from formation through the completed business combination. For the three months ended March 31, 2022 and for the period from January 22, 2021 (inception) through March 31, 2021, the Company incurred $75,000 and $55,000 in fees for these services, respectively. As of December 31, 2021, $25,000 related to this agreement is recorded in due to related parties on the condensed balance sheets. As of March 31, 2022, these amounts were fully paid by the Company. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon the completion of the Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and for the period from January 22, 2021 (inception) through March 31, 2021, the Company incurred $30,000 and $0 in fees for these services, respectively. As of March 31, 2022 and December 31, 2021, $97,333 and $67,333 related to this agreement is recorded in due to related parties on the condensed balance sheets, respectively. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Agreement The holders of the Founder Shares and Private Placement Shares are entitled to registration rights, 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 the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 Over-Allotment Shares for an aggregate purchase price of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021. The underwriter was paid a cash underwriting fee of $0.20 per share, or $3,336,000 in the aggregate. In addition, $0.35 per share, or $5,838,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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. Advisory Fees On December 30, 2021, the Company entered into an arrangement with Morgan Stanley & Co. LLC ("Morgan Stanley") in which the Company retains Morgan Stanley to provide financial advisory services in connection with the potential business combination. As compensation for such services, the Company is to pay Morgan Stanley a transaction fee of $5,000,000, which shall be payable contingent upon the consummation of the business combination. On January 4, 2022, the Company entered into a letter agreement with BTIG, LLC ("BTIG") in which the Company retains BTIG to provide strategic and capital markets advisory services. As compensation for such services, the Company is to pay BTIG an advisory fee of $2,000,000 which becomes payable upon the consummation of the business combination. However, the fee will not be paid if BTIG receives a fee in connection with its role as a lead placement agent to Hypebeast in a private placement in connection with the business combination. In addition, the Company will reimburse all of BTIG’s reasonable out-of-pocket costs and expenses incurred in connection with its activities up to $25,000. The advisory fees are recorded in accrued advisory fees on the condensed balance sheets. As of March 31, 2022, these fees were $7,000,000. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY 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 other matters submitted to a vote of shareholders except as required by law. Prior to a Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Founder Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the ability of holders of the Public Shares to seek redemption in connection with an initial Business Combination or the obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (y) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within such time period, (iii) they are entitled to registration rights, and (iv) the anchor investors have agreed to waive their right to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the prescribed time frame, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame. If the Company submits an initial Business Combination to the public stockholders for a vote, the Sponsor, officers and directors have agreed pursuant to the letter agreement to vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of an initial Business Combination. Permitted transferees of the Founder Shares held by the Sponsor, officers and directors would be subject to the same restrictions applicable to the Sponsor, officers or directors, respectively. The Founder Shares will automatically convert into shares of common stock concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of 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 common stock outstanding after such conversion (after giving effect to any redemptions of shares of common stock by public stockholders), including the total number of shares of 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 an initial Business Combination, excluding any shares of common stock or equity-linked securities or rights exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in an initial Business Combination. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with or related to the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of an initial Business Combination or (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company, the Company shall distribute quarterly on a pro-rata basis to the holders of record of the Public Shares within fifteen (15) days from the end of the prior quarter, a dividend in the amount of $0.05 per Public Share out of amount contained in the Trust Account. In addition, at the closing of a Business Combination, holders of Public Shares that have elected to not exercise their Redemption Rights in connection with such Business Combination shall receive a dividend in the amount of $0.05 per Public Share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS On April 3, 2022, the Company entered in a Business Combination Agreement with Hypebeast Limited, a Cayman Islands exempted company with its shares publicly traded with stock code "00150" on the Main Board of the HKSE and Hypebeast WAGMI Inc., a Delaware corporation and wholly owned subsidiary of Hypebeast Limited. On April 15, 2022, the Company paid a cash dividend to the holders of record of the Public Shares as of April 8, 2022 in the amount of $0.05 per Public Share out of its Trust Account. The Company is obligated to make such dividend payments to holders of Public Shares on a quarterly basis until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. The next dividend shall be paid to holders of Public Shares in July 2022. 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 upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the 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 comprehensive 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 periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 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 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(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 condensed 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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 Trust Account | Investments Held in Trust Account As of March 31, 2022 and December 31, 2021, the Company had $170,982,036 and $171,811,812 in investments held in the Trust Account, respectively. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder 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 Accounting Standards Codification (“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. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 166,800,000 Less: Issuance costs allocated to Class A common stock (9,485,615) Proceeds allocated to over-allotment option (112,500) Plus: Remeasurement of carrying value to redemption value 9,598,115 Class A common stock subject to possible redemption $ 166,800,000 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statements 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. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January For the three months ended 22, 2021 (inception) through March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (6,568,254) $ (1,532,646) $ — $ (1,300) Denominator: Basic and diluted weighted average shares outstanding 17,870,800 4,170,000 — 3,750,000 (1) Basic and diluted net loss per share $ (0.37) $ (0.37) $ 0.00 $ (0.00) (1) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, due to a related party, and accrued expenses approximate fair value due to their short-term nature. Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table presents information about the Company's financial assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 170,982,036 $ 170,982,036 $ — $ — Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 171,811,812 $ 171,811,812 $ — $ — |
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 if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A Common Stock | As of March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 166,800,000 Less: Issuance costs allocated to Class A common stock (9,485,615) Proceeds allocated to over-allotment option (112,500) Plus: Remeasurement of carrying value to redemption value 9,598,115 Class A common stock subject to possible redemption $ 166,800,000 |
Schedule of calculation of basic and diluted net loss per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January For the three months ended 22, 2021 (inception) through March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (6,568,254) $ (1,532,646) $ — $ (1,300) Denominator: Basic and diluted weighted average shares outstanding 17,870,800 4,170,000 — 3,750,000 (1) Basic and diluted net loss per share $ (0.37) $ (0.37) $ 0.00 $ (0.00) (1) |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company's financial assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 170,982,036 $ 170,982,036 $ — $ — Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 171,811,812 $ 171,811,812 $ — $ — |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | Apr. 03, 2022$ / sharesshares | Jul. 26, 2021shares | Jun. 16, 2021USD ($)$ / sharesshares | Jun. 11, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)item$ / sharesshares | Dec. 31, 2021USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||
Purchase price, per share | $ 10 | ||||||
Transaction Costs | $ | $ 9,515,489 | ||||||
Underwriting fees | $ | 3,336,000 | ||||||
Deferred Underwriting Fee Payable. | $ | 5,838,000 | $ 5,838,000 | |||||
Other offering costs | $ | $ 341,489 | ||||||
Proceeds from issuance of shares | $ | $ 25,000 | ||||||
Fair value on assets held In trust (as a percent) | 80.00% | ||||||
Business combination limit on net tangible assets | $ | $ 5,000,001 | ||||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||||
Redemption limit percentage without prior consent | 15 | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||||
Redemption period upon closure | 10 days | ||||||
Maximum allowed dissolution expenses | $ | $ 100,000 | ||||||
Shares issued price per share | $ 10 | ||||||
Cash held outside the Trust Account | $ | $ 286,895 | $ 494,693 | |||||
working capital deficit | $ | $ (7,645,452) | ||||||
Class B Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares outstanding | shares | 4,170,000 | 4,170,000 | |||||
Business Combination Agreement | SPAC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per share | $ 10 | ||||||
Number of shares converted | shares | 1 | ||||||
Shares issued price per share | $ 10 | ||||||
Cash dividend per share | $ 0.05 | ||||||
Business Combination Agreement | Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares outstanding | shares | 30,000,000 | ||||||
Price per share | $ 10 | ||||||
Business Combination Agreement | Class A Common Stock | SPAC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Par value per share | 0.0001 | ||||||
Business Combination Agreement | Class B Common Stock | SPAC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Par value per share | $ 0.0001 | ||||||
Public Stockholders | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per share | $ 10 | ||||||
Shares issued price per share | 10 | ||||||
Dividends | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per share | 0.40 | ||||||
Shares issued price per share | 0.40 | ||||||
Non-redeeming Stockholders | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per share | 0.05 | ||||||
Shares issued price per share | 0.05 | ||||||
Initial Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of shares, net of offering cost (in shares) | shares | 15,000,000 | ||||||
Purchase price, per share | $ 10 | ||||||
Gross proceeds from issuance of shares | $ | $ 166,800,000 | $ 150,000,000 | |||||
Number of shares issued | shares | 16,680,000 | 2,250,000 | |||||
Shares issued price per share | $ 10 | ||||||
Initial Public Offering | Public Stockholders | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per share | $ 10.40 | 10.40 | |||||
Gross proceeds from issuance of shares | $ | $ 173,472,000 | ||||||
Shares issued price per share | $ 10.40 | 10.40 | |||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per share | $ 10 | $ 10 | |||||
Gross proceeds from issuance of shares | $ | $ 10,900,000 | ||||||
Number of shares issued | shares | 1,090,000 | 100,800 | |||||
Proceeds from issuance of shares | $ | $ 1,008,000 | ||||||
Shares issued price per share | $ 10 | $ 10 | |||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of shares, net of offering cost (in shares) | shares | 2,250,000 | ||||||
Purchase price, per share | $ 10 | ||||||
Shares not exercised and expired | shares | 570,000 | ||||||
Gross proceeds from issuance of shares | $ | $ 16,800,000 | ||||||
Underwriters option to purchase term | 45 days | ||||||
Number of shares issued | shares | 1,680,000 | ||||||
Shares issued price per share | $ 10 | ||||||
Over-allotment option | Class A Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Underwriters option to purchase term | 45 days | ||||||
Number of shares issued | shares | 1,680,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Feb. 03, 2021 | |
Cash equivalents | $ 0 | $ 0 | |
Investments held in Trust Account | 170,982,036 | 171,811,812 | |
Offering costs | 9,515,489 | ||
Underwriting fees | 3,336,000 | ||
Deferred underwriting fee payable | 5,838,000 | 5,838,000 | |
Other offering costs | 341,489 | ||
Offering costs as a reduction of equity | 9,515,489 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |
Cash under FDIC coverage | $ 250,000 | ||
Class B Common Stock | |||
Shares subject to forfeiture | 562,500 | ||
Class A Common Stock Subject to Redemption | |||
Shares subject to possible redemption | 16,680,000 | 16,680,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A Common Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Gross proceeds | $ 166,800,000 | $ 166,800,000 |
Proceeds allocated to over-allotment option | (112,500) | (105,381) |
Remeasurement of carrying value to redemption value | 9,598,115 | 9,598,115 |
Class A Common Stock | ||
Issuance costs allocated to Class A common stock | $ (9,485,615) | $ (9,492,734) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | ||||
Net loss | $ (1,300) | $ (8,100,900) | $ (1,300) | |
Denominator: | ||||
Basic weighted average shares outstanding | 22,040,800 | 3,750,000 | [1] | |
Diluted weighted average shares outstanding | 22,040,800 | 3,750,000 | ||
Basic net loss per share | $ (0.37) | $ 0 | ||
Diluted net loss per share | $ (0.37) | $ 0 | ||
Class B Common Stock | Over-allotment option | ||||
Denominator: | ||||
Maximum shares subject to forfeiture | 562,500 | |||
Common Stock | Class A Common Stock | ||||
Numerator: | ||||
Net loss | $ (6,568,254) | |||
Denominator: | ||||
Basic weighted average shares outstanding | 0 | 17,870,800 | ||
Diluted weighted average shares outstanding | 0 | 17,870,800 | ||
Basic net loss per share | $ 0 | $ (0.37) | ||
Diluted net loss per share | $ 0 | $ (0.37) | ||
Common Stock | Class B Common Stock | ||||
Numerator: | ||||
Net loss | $ (1,300) | $ (1,532,646) | ||
Denominator: | ||||
Basic weighted average shares outstanding | 3,750,000 | 4,170,000 | ||
Diluted weighted average shares outstanding | 3,750,000 | 4,170,000 | ||
Basic net loss per share | $ 0 | $ (0.37) | ||
Diluted net loss per share | $ 0 | $ (0.37) | ||
[1] | This number excludes up to 562,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets Investments held in Trust Account: | ||
Money Market investments | $ 170,982,036 | $ 171,811,812 |
Recurring | ||
Assets Investments held in Trust Account: | ||
Money Market investments | 170,982,036 | 171,811,812 |
Level 1 | Recurring | ||
Assets Investments held in Trust Account: | ||
Money Market investments | $ 170,982,036 | $ 171,811,812 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jun. 16, 2021 | Jun. 11, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per share | $ 10 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 16,680,000 | 2,250,000 | |
Purchase price, per share | $ 10 | ||
Gross proceeds from issuance of shares | $ 166,800,000 | $ 150,000,000 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 1,680,000 | ||
Purchase price, per share | $ 10 | ||
Gross proceeds from issuance of shares | $ 16,800,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jun. 16, 2021 | Jun. 11, 2021 | Mar. 31, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per share | $ 10 | |||
Proceeds from issuance of shares | $ 25,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 1,090,000 | 100,800 | ||
Purchase price, per share | $ 10 | $ 10 | ||
Proceeds from issuance of shares | $ 1,008,000 | |||
Over Allotment Private Placement Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 100,800 | |||
Proceeds from issuance of shares | $ 1,008,000 | |||
Sponsor | Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 1,090,000 | |||
Purchase price, per share | $ 10 | |||
Proceeds from issuance of shares | $ 10,900,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jun. 16, 2021shares | Feb. 03, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2022D$ / sharesshares | Dec. 31, 2021shares | Jul. 26, 2021shares | Jun. 08, 2021shares |
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 1,680,000 | ||||||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares outstanding | 4,170,000 | 4,170,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||||
Shares subject to forfeiture | 562,500 | ||||||
Class B Common Stock | Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum shares subject to forfeiture | 562,500 | ||||||
Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 5,031,250 | ||||||
Common shares, shares outstanding | 4,170,000 | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Number of shares surrendered | 718,750 | ||||||
Sponsor | Class B Common Stock | Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares outstanding | 1,190,800 | 1,190,800 | |||||
Maximum shares subject to forfeiture | 142,500 | ||||||
Founder Shares | Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 26, 2021 | |
Due to Related Parties | ||||
Related Party Transaction [Line Items] | ||||
Company owed to the sponsor | $ 60,000 | $ 60,000 | ||
Affiliate of Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Due to affiliate of sponsor for payment of operating and offering costs on behalf of the company | 61,837 | 71,382 | ||
Due to Related party | 1,837 | 11,382 | ||
Related Party Loans | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement shares | $ 1,000,000 | |||
Related Party Loans | Working capital loans | ||||
Related Party Transaction [Line Items] | ||||
Price of share | $ 10 | |||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 10,000 | |||
Expenses incurred and paid | $ 0 | 30,000 | ||
Administrative Support Agreement | Accrued expenses | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance of related party note | 97,333 | 67,333 | ||
Consulting Agreement | ||||
Related Party Transaction [Line Items] | ||||
Due to Related party | $ 25,000 | |||
Service Fees | $ 55,000 | $ 75,000 | ||
Consulting Agreement | Due to Related Parties | ||||
Related Party Transaction [Line Items] | ||||
Due to Related party | $ 25,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jan. 04, 2022USD ($) | Dec. 30, 2021USD ($) | Jul. 26, 2021shares | Jun. 16, 2021USD ($)shares | Jun. 11, 2021 | Feb. 03, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)item$ / sharesshares |
Loss Contingencies [Line Items] | ||||||||
Maximum number of demands for registration of securities | item | 3 | |||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||
Cash underwriting fee paid, per share | $ / shares | $ 0.20 | |||||||
Aggregate cash underwriting fee paid | $ 3,336,000 | |||||||
Deferred fee per unit | $ / shares | $ 0.35 | |||||||
Deferred underwriting commission payable | $ 5,838,000 | |||||||
Transaction Cost Contingent Consideration Upon Business Combination | $ 5,000,000 | |||||||
Advisory Fee | $ 2,000,000 | |||||||
Reimbursement Of Out-Of-Pocket Costs And Expenses | $ 25,000 | |||||||
Accrued advisory fees | $ 7,000,000 | |||||||
Over-allotment option | ||||||||
Loss Contingencies [Line Items] | ||||||||
Underwriters option to purchase term | 45 days | |||||||
Number of shares issued | shares | 1,680,000 | |||||||
Shares not exercised and expired | shares | 570,000 | |||||||
Class A Common Stock | Over-allotment option | ||||||||
Loss Contingencies [Line Items] | ||||||||
Underwriters option to purchase term | 45 days | |||||||
Number of shares granted to underwrites to purchase | shares | 2,250,000 | |||||||
Number of shares issued | shares | 1,680,000 | |||||||
Aggregate purchase price | $ 16,800,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | Jul. 26, 2021USD ($)shares | Jun. 16, 2021shares | Jun. 08, 2021USD ($)shares | Feb. 03, 2021shares | Mar. 31, 2021shares | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Class of Stock [Line Items] | |||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||||
Threshold period to complete business combination from the closing of IPO | 24 months | ||||||
Stock conversion ratio | 1 | ||||||
Aggregated shares issued upon converted basis (in percent) | 20.00% | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares, after the completion of the initial business combination | 20 days | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares, after the completion of the initial business combination | 30 days | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Threshold period to distribute dividends | 15 days | ||||||
Dividend for Public shares to be paid, per share | $ / shares | $ 0.05 | ||||||
Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common shares, votes per share | Vote | 1 | ||||||
Number of shares outstanding | 4,170,000 | 4,170,000 | |||||
Over-allotment option | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 1,680,000 | ||||||
Over-allotment option | Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 1,680,000 | ||||||
Over-allotment option | Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Maximum shares subject to forfeiture | 562,500 | ||||||
Sponsor | Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares outstanding | 4,170,000 | ||||||
Number of shares issued | 5,031,250 | ||||||
Number of shares surrendered | 718,750 | ||||||
Consideration for shares surrendered | $ | $ 0 | ||||||
Sponsor | Over-allotment option | Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares outstanding | 1,190,800 | 1,190,800 | |||||
Consideration for shares surrendered | $ | $ 0 | ||||||
Maximum shares subject to forfeiture | 142,500 | ||||||
Common Stock | Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, votes per share | Vote | 1 | ||||||
Common shares, shares issued (in shares) | 17,870,800 | 17,870,800 | |||||
Number of shares outstanding | 1,190,800 | 1,190,800 | |||||
Number of shares issued | 0 | ||||||
Common Stock | Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 4,170,000 | 4,170,000 | |||||
Number of shares issued | 4,312,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 08, 2022$ / shares |
SUBSEQUENT EVENTS | |
Amount of per public share out of trust account | $ 0.05 |