Document and Entity Information
Document and Entity Information - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GigInternational1, Inc. | ||
Entity Central Index Key | 0001848795 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 27,084,000 | ||
Entity Shell Company | true | ||
Entity File Number | 001-40424 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2256255 | ||
Entity Address, Address Line One | 1731 Embarcadero Rd. | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Palo Alto | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94303 | ||
City Area Code | (650) | ||
Local Phone Number | 276-7040 | ||
Document Transition Report | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 271,923,360 | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Auditor Firm ID | 207 | ||
Auditor Name | BPM LLP | ||
Auditor Location | San Jose, California | ||
Units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | GIW | ||
Security Exchange Name | NASDAQ | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.0001 par value, and one half of one redeemable warrant | ||
Trading Symbol | GIWWU | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | GIWWW | ||
Security Exchange Name | NASDAQ |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) | |
Current assets | ||
Cash | $ 875,435 | |
Prepaid expenses and other current assets | 805,390 | |
Total current assets | 1,680,825 | |
Cash and marketable securities held in Trust Account | 211,099,649 | |
Interest receivable on cash and marketable securities held in the Trust Account | 1,793 | |
Other long-term assets | 103,091 | |
TOTAL ASSETS | 212,885,358 | |
Current liabilities | ||
Accounts payable | 32,821 | |
Payable to related parties | 18,934 | |
Accrued liabilities | 1,116,043 | |
Other current liabilities | 3,414 | |
Total current liabilities | 1,171,212 | |
Warrant liability | 278,110 | |
Deferred underwriting fee payable | 7,495,000 | |
Total liabilities | 8,944,322 | |
Commitments and contingencies (Note 5) | ||
Common stock subject to possible redemption, 20,900,000 shares, at a redemption value of $10.10 per share | 211,098,028 | |
Stockholders’ deficit | ||
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,184,000 shares issued and outstanding (excluding 20,900,000 shares subject to possible redemption) | 618 | [1] |
Accumulated deficit | (7,157,610) | |
Total stockholders’ deficit | (7,156,992) | |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | $ 212,885,358 | |
[1] | This number excludes 525,000 Founder Shares (as described in Note 4) that were forfeited when the over-allotment option was partially exercised by the Underwriters |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | 10 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Common stock subject to possible redemption, shares | 20,900,000 |
Common stock subject to possible redemption value per share | $ / shares | $ 10.10 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 6,184,000 |
Common stock, shares outstanding | 6,184,000 |
Number of shares forfeited | 525,000 |
Common Stock | |
Common stock subject to possible redemption, shares | 20,900,000 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 6,184,000 |
Common stock, shares outstanding | 6,184,000 |
Statement of Operations and Com
Statement of Operations and Comprehensive Loss | 10 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | ||
Revenues | $ 0 | |
General and administrative expenses | 2,457,527 | |
Loss from operations | (2,457,527) | |
Other income (expense) | ||
Other expense | (22,933) | |
Interest income on cash and marketable securities held in Trust Account | 11,442 | |
Loss before provision for income taxes | (2,469,018) | |
Provision for income taxes | 3,414 | |
Net loss and comprehensive loss | (2,472,432) | |
Common Stock Subject To Possible Redemption | ||
Other income (expense) | ||
Net loss and comprehensive loss | (2,472,432) | |
Net income attributable to common stock subject to possible redemption | $ 8,028 | |
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | shares | 15,051,923 | |
Basic and diluted net income per share, common stock subject to possible redemption | $ / shares | $ 0 | |
Non Redeemable Common Stock | ||
Other income (expense) | ||
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | shares | 5,824,830 | [1] |
Basic and diluted net income per share, common stock subject to possible redemption | $ / shares | $ (0.43) | |
Net loss attributable to common stockholders | $ (2,480,460) | |
[1] | This number excludes 525,000 Founder Shares (as described in Note 4) that were forfeited when the over-allotment option was partially exercised by the Underwriters. |
Statement of Operations and C_2
Statement of Operations and Comprehensive Loss (Parenthetical) | 10 Months Ended |
Dec. 31, 2021shares | |
Income Statement [Abstract] | |
Number of shares forfeited | 525,000 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - 10 months ended Dec. 31, 2021 - USD ($) | Total | IPO | Over Allotment Option In Private Placement | Initial Public Offering Over Allotment Option | Founders | FoundersPrivate Placement | UnderwritersPrivate Placement | Common Stock | Common StockIPO | Common StockOver Allotment Option In Private Placement | Common StockInitial Public Offering Over Allotment Option | Common StockFounders | Common StockFoundersPrivate Placement | Common StockUnderwritersPrivate Placement | Common StockFounder | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Additional Paid-in CapitalOver Allotment Option In Private Placement | Additional Paid-in CapitalInitial Public Offering Over Allotment Option | Additional Paid-in CapitalFounders | Additional Paid-in CapitalFoundersPrivate Placement | Additional Paid-in CapitalUnderwritersPrivate Placement | Additional Paid-in CapitalFounder | Accumulated Deficit | |
Balance at Feb. 22, 2021 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Balance, Shares at Feb. 22, 2021 | 0 | ||||||||||||||||||||||||
Sale of common stock | $ 188,453,945 | $ 90,000 | $ 8,505,000 | $ 25,000 | $ 6,500,000 | $ 3,000,000 | $ 2,000 | $ 1 | $ 90 | $ 574 | $ 65 | $ 30 | $ 188,451,945 | $ 89,999 | $ 8,504,910 | $ 24,426 | $ 6,499,935 | $ 2,999,970 | |||||||
Sale of common stock, Shares | 20,000,000 | 9,000 | 900,000 | 5,735,000 | 650,000 | 300,000 | |||||||||||||||||||
Issuance of Insider shares for no consideration, Shares | 5,000 | ||||||||||||||||||||||||
Issuance of common stock to consultant | $ 94,700 | $ 1 | 94,699 | ||||||||||||||||||||||
Issuance of common stock to consultant, Shares | 10,000 | ||||||||||||||||||||||||
Forfeiture of shares by Founder due to partial exercise of over-allotment option | [1] | $ (53) | $ 53 | ||||||||||||||||||||||
Forfeiture of shares by Founder due to partial exercise of overallotment option, Shares | [1] | (525,000) | |||||||||||||||||||||||
Fair value of warrants | (255,177) | (255,177) | |||||||||||||||||||||||
Shares subject to redemption | (211,098,028) | $ (2,090) | (211,095,938) | ||||||||||||||||||||||
Shares subject to redemption, Shares | (20,900,000) | ||||||||||||||||||||||||
Reclass of negative additional paid-in capital to accumulated deficit | $ 4,685,178 | (4,685,178) | |||||||||||||||||||||||
Net loss | (2,472,432) | (2,472,432) | |||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ (7,156,992) | $ 618 | $ (7,157,610) | ||||||||||||||||||||||
Balance, Shares at Dec. 31, 2021 | 6,184,000 | 6,184,000 | |||||||||||||||||||||||
[1] | 525,000 Founder Shares were forfeited because the over-allotment option was partially exercised by the Underwriters (as described in Note 4). |
Statement of Stockholders' De_2
Statement of Stockholders' Deficit (Parenthetical) | 10 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of shares forfeited | shares | 525,000 |
Founders | |
Sale of common stock price per share | $ 0.0043592 |
Founders | Private Placement | |
Sale of common stock price per share | 10 |
Founders | Common Stock | |
Sale of common stock price per share | $ 0.0047985 |
Number of shares forfeited | shares | 525,000 |
Underwriters | Private Placement | |
Sale of common stock price per share | $ 10 |
Statement of Cash Flows
Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2021USD ($) | |
OPERATING ACTIVITIES | |
Net loss | $ (2,472,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | 22,933 |
Stock-based compensation | 94,700 |
Interest earned on cash and marketable securities held in Trust Account | (11,442) |
Change in operating assets and liabilities: | |
Prepaid expenses and other current assets | (805,390) |
Other long-term assets | (103,091) |
Payable to related parties | 18,934 |
Accounts payable | 32,821 |
Accrued liabilities | 1,046,043 |
Other current liabilities | 3,414 |
Net cash used in operating activities | (2,173,510) |
INVESTING ACTIVITIES | |
Investment of cash in Trust Account | (211,090,000) |
Net cash used in investing activities | (211,090,000) |
FINANCING ACTIVITIES | |
Proceeds from sale of common stocks to Founders/underwriters | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 205,000,000 |
Borrowing from a related party | 125,000 |
Repayment of borrowing from a related party | (125,000) |
Payment of offering costs | (476,055) |
Net cash provided by financing activities | 214,138,945 |
Net increase in cash during period | 875,435 |
Cash, end of period | 875,435 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | |
Deferred underwriting fee payable upon business combination | 7,495,000 |
Offering costs included in accrued liabilities | 70,000 |
Fair value of warrant liability | 255,177 |
Founders | |
FINANCING ACTIVITIES | |
Proceeds from sale of Private Placement Units | 6,500,000 |
Underwriters | |
FINANCING ACTIVITIES | |
Proceeds from sale of Private Placement Units | 3,090,000 |
Payment of offering costs | $ (4,000,000) |
Description of Organization and
Description of Organization and Business Operations | 10 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigInternational1, Inc. (the “Company”) was incorporated in Delaware on February 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 23, 2021 (date of inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. On May 18, 2021, the registration statement on Form S-1 (File No. 333-255234), as amended, relating to the Offering of the Company was declared effective by the U.S. Securities and Exchange Commission. The Company concurrently entered into an underwriting agreement (the “Underwriting Agreement”) on May 18, 2021 to conduct the Offering, the closing of which was consummated on May 21 , 2021 units (the “ Public Units”). Public generated gross proceeds to the Company of $200,000,000. Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) of 950,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Company’s sponsor, GigInternational1 Sponsor, LLC, a Delaware limited liability company (the “Founder” or “Sponsor”), purchased 650,000 Private Placement Units, and Oppenheimer & Co. Inc. and William Blair & Company, LLC. (collectively, the “Underwriters”) purchased 300,000 Private Placement Units in the aggregate. The closing of the Private Placement generated gross proceeds of $9,500,000 consisting of $6,500,000 from the sale of the Private Placement Units to the Founder and $3,000,000 from the sale of Private Placement Units to the Underwriters. On May 26, 2021, the Underwriters served to the Company a notice of the partial exercise of the over-allotment option, and on May 28, 2021, the Company sold 900,000 additional Public Public After deducting the underwriting discounts and commissions and offering expenses paid, the net proceeds in the amount of $196,000,000 from the sale of the Public Underwriters, for a total of $211,090,000 , were placed in a trust account (the “Trust Account”) at Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations . The Company incurred $12,041,055 in transaction costs, consisting of $4,000,000 of underwriting fees, $7,495,000 of deferred underwriting fees, and $546,055 of offering costs, of which $70,000 remains in accrued liabilities as of December 31, 2021. The Company’s remaining cash after payment of the Offering costs will be held outside of the Trust Account for working capital purposes. The Trust Account The funds in the Trust Account have been invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (1) the completion of the Business Combination; (2) the redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination within 15 months from the closing of the Offering (or up to 21 months in total if the Company extends the period of time to consummate its initial Business Combination up to two times by an additional three months each time; provided that at the beginning of each three-month extension, the Sponsor (or its designees) must deposit into the Trust Account funds equal to one percent (1%) of the gross proceeds of the Offering (including such proceeds from the exercise of the Underwriters’ over-allotment option) for each three-month extension of the time period to complete the initial Business Combination, in each case, in exchange for a non-interest bearing, unsecured promissory note); or (3) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the Company’s pre-business combination activity and related stockholders’ rights. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by Nasdaq Stock Market LLC ("Nasdaq") rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the B usiness C ombination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 upon consummation of a B usiness C ombination. In such case, the Company would not proceed with the redemption of its public shares and the related B usiness C ombination, and instead may search for an alternate B usiness C ombination . If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock have been recorded at their redemption amount and classified as temporary equity. The amount held in the Trust Account as of December 31, 2021 was $211,099,649, which represents cash and marketable securities of $196,000,000 from the sale of 20,000,000 Public Additionally, there was $1,793 of interest accrued, but not yet credited to the Trust Account, which was recorded in the balance sheet in interest receivable on cash and marketable securities held in the Trust Account as of December 31, 2021. The Company will have 15 months from May 21, 2021 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit. Going Concern Consideration As of December 31, 2021, the Company had $875,435 in cash and working capital of $509,613. Further, the Company has no present revenue, its business plan is dependent on the completion of a Business Combination and it expects to continue to incur significant costs in pursuit of its Business Combination plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the target business acquisition period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company 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 an accounting 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 accounting standard at the time private companies adopt the new or revised standard. Net Loss Per Share of Common Stock The Company’s statement of operations and comprehensive loss includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held in the Trust Account by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted-average number of non-redeemable common stock outstanding for the period, basic and diluted. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: Period from February 23, 2021 (Inception) through December 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 8,028 Net income attributable to common stock subject to possible redemption $ 8,028 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 15,051,923 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable common stock Numerator: Net loss minus net earnings - Basic and diluted Net loss $ (2,472,432 ) Less: net income attributable to common stock subject to redemption (8,028 ) Net loss attributable to non-redeemable common stock $ (2,480,460 ) Denominator: Weighted-average non-redeemable common shares Weighted-average non-redeemable common shares outstanding, basic and diluted 5,824,830 Net loss per share, non-redeemable common stock, basic and diluted $ (0.43 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of December 31, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. 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 federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $12,041,055 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering. Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 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. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board 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 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 for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective February 23, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Offering
Offering | 10 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Offering | 3. OFFERING On May 21 , 2021 Public No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the public warrant holder. Each public warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the public warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the public warrants during the exercise period, there will be no net cash settlement of these public warrants and the public warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the public warrants become exercisable, the Company may redeem the outstanding public warrants in whole and not in part at a price of $0.01 per public warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the public warrant holders. On July 2, 2021, the Company announced that the holders of the Company’s Public Public Public |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Founder Shares During the period from February 23, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,210,000 shares of common stock (the “Founder Shares”), after giving effect to the forfeiture on May 28, 2021 of 525,000 Founder Shares due to the Underwriters partially exercising their over-allotment option on May 28, 2021 , for an aggregate purchase price of $25,000 , or $0.0047985 per share. The Company also issued 5,000 shares of common stock , solely in consideration of future services, to Mr. Weightman , its Chief Financial Officer, pursuant to the Insider Shares Grant Agreements dated May 18 , 202 1 between the Company and Mr. Weightman . The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the Business Combination . The Founder Shares are identical to the common stock included in the Public Unit s sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Founder and the Insiders collectively own approximately 20 % of the Company’s issued and outstanding shares after the Offering (excluding the Private Placement Units). Private Placement The Founder and the Underwriters purchased from the Company an aggregate of 650,000 and 300,000 Private Placement Units, respectively, at a price of $10.00 No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the Private Placement Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Private Placement Warrants during the exercise period, there will be no net cash settlement of these Private Placement Warrants and the Private Placement Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding Private Placement Warrants in whole and not in part at a price of $0.01 per Private Placement Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Private Placement Warrant holders. The Company’s Founder, Insiders and Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) 6 months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the Private Placement Units and shares or other securities underlying such Private Placement Units, until 30 days after the completion of the Company’s Business Combination. Unlike the public warrants included in the Public If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Administrative Services Agreement and Other Agreements The Company agreed to pay $30,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on May 19, 2021, the date the securities were first listed on the Nasdaq, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. On May 18, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Chief Financial Officer, who holds 5,000 Insider Shares. Mr. Weightman is initially receiving $5,000 per month for his services and such amount could increase to up to $10,000 per month dependent upon the scope of services provided, as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since May 18, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering. |
Commitments and Contingencies
Commitments and Contingencies | 10 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES Registration Rights On May 18, 2021, the Company entered into a Registration Rights Agreement with its Founder, the Underwriters and Insiders. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to an additional 3,000,000 Public The Company paid an underwriting discount of $0.20 per Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Unit, or $7,000,000 in the aggregate. On May 28, 2021, the Underwriters partially exercised the over-allotment option and amended the Underwriting Agreement whereby the related discount and commissions associated with the over-allotment of $495,000 was deferred. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement, including the performance of services described below. As further described in Note 4, the Underwriters have purchased 300,000 Private Placement Units, of which each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant, for an aggregate purchase price of $3,000,000. Concurrently with the closing of the sale of the over-allotment Public The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. If the Company uses its best efforts (and the Underwriters use commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions, but notwithstanding such efforts, the Company does not have sufficient cash necessary to consummate the Business Combination and pay the deferred underwriting commission, the Company and the Underwriters will cooperate in good faith to come to a mutually-satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that the Company’s obligation to pay the deferred underwriting commission shall not impede the closing of the Business Combination . Related Party Loan The Company entered into a promissory note agreement with the Founder under which $125,000 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest bearing, unsecured and was repaid in full on May 21, 2021. |
Stockholders' Deficit
Stockholders' Deficit | 10 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | 6. STOCKHOLDERS’ DEFICIT Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2021, there were 6,184,000 shares of common stock issued and outstanding and not subject to possible redemption. There were 20,900,000 shares of common stock subject to possible redemption issued and outstanding as of December 31, 2021. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2021, there were no shares of preferred stock issued and outstanding. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable at $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period (or such lesser period depending upon the number of three-month extensions which occur) if the Company extends the period of time to consummate its initial Business Combination as set forth in the Company’s amended and restated certificate of incorporation), the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the warrants during the exercise period, there will be no net cash settlement of these warrant s and the warrant s will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant Agreement. Once the warrant s become exercisable, the Company may redeem the outstanding warrant s in whole and not in part at a price of $ 0.01 per warrant upon a minimum of 30 days ’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $ 18.00 per share for any 20 trading days within the 30 -trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants included in the Public As of December 31, 2021, there were 10,929,495 warrants outstanding. Stock-based Compensation Included in the outstanding shares of common stock are 15,000 Insider Shares, of which 5,000 Insider Shares were issued to Mr. Weightman, the Company’s Chief Financial Officer, and 10,000 Insider Shares were issued to Interest Solutions solely in consideration of future services to the Company, pursuant to the Insider Shares Grant Agreements dated May 18, 2021, between the Company and each of the Insiders. The 5,000 Insider Shares issued to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. The 10,000 Insider Shares issued to Interest Solutions are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance. If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the grant date fair value of the common stock will be recognized as stock-based compensation in the Company’s statement of operations and comprehensive loss when the completion of the Business Combination becomes probable. |
Fair Value Measurements
Fair Value Measurements | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The Company has determined that the Private Placement Warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the warrants issued in the Offering. The public warrants did not start trading separately until July 9, 2021, so the Company initially determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the Private Placement Warrants were initially classified as Level 3 financial instruments. After the public warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a p ublic w arrant. Accordingly, the Private Placement W arrants are valued upon observable data and have been reclassified as Level 2 financial instruments. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 211,099,649 Liabilities: Warrant liability 2 $ 278,110 The fair value of the warrants was estimated using the following assumptions: Upon Issuance As of July 9, 2021 Stock Price $ 9.70 $ 9.70 Volatility 10 % 12 % Risk free interest rate 0.99 % 0.97 % Exercise price $ 11.50 $ 11.50 Time to maturity - years 6.0 5.9 The change in the fair value of the Level 3 warrant liability in the period from February 23, 2021 (date of inception) through July 9, 2021, is as follows: Period from February 23, 2021 (Inception) through July 9, 2021 Fair value - beginning of period $ — Additions 255,177 Change in fair value 91,182 Transfers out of level 3 to level 2 (346,359 ) Fair value - end of period $ — The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the statements of operations and comprehensive loss for the periods presented. Additionally, there was $1,793 of interest accrued, but not yet credited to the Trust Account, which was recorded in the balance sheet in interest receivable on cash and marketable securities held in the Trust Account as of December 31, 2021. |
Income Tax
Income Tax | 10 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 8. INCOME TAX The sources of loss before provision for income taxes are as follows for the period from February 23, 2021 (inception) through December 31, 2021: Period from February 23, 2021 (Inception) through December 31, 2021 Domestic $ (2,469,018 ) Foreign — Total $ (2,469,018 ) The provision for income taxes was comprised of the following for the period from February 23, 2021 (inception) through December 31, 2021: Period from February 23, 2021 (Inception) through December 31, 2021 Current: Federal $ 2,403 State and local 1,011 Foreign — Total current 3,414 Deferred: Federal — State and local — Foreign — Total deferred — Total provision for income taxes $ 3,414 Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Period from February 23, 2021(Inception) through December 31, 2021 Statutory income tax benefit $ (518,493 ) State income taxes, net of federal (170,825 ) Warrant revaluation 4,816 Valuation allowance on start-up costs 687,916 Provision for income taxes $ 3,414 For the period from February 23, 2021 (inception) through December 31, 2021 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2021 were as follows: December 31, 2021 Deferred Tax Assets: Start-up costs $ 687,916 Valuation allowance (687,916 ) Net deferred tax assets (liabilities) $ — As of December 31, 2021, the Company has recorded a valuation allowance of $687,916 to offset deferred tax assets related to its start-up costs. As of December 31, 2021, the Company has no unrecognized tax benefits for which a liability should be recorded. The Company records interest and penalties associated with unrecognized tax benefits as a component of tax expense. As of December 31, 2021, the Company has not accrued interest or penalties on unrecognized tax benefits, as there are no positions recorded as of 2021. No changes to the uncertain tax positions balance are anticipated within the next 12 months, and are not expected to materially impact the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Emerging Growth Company | Emerging Growth Company 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 an accounting 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 accounting standard at the time private companies adopt the new or revised standard. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company’s statement of operations and comprehensive loss includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held in the Trust Account by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted-average number of non-redeemable common stock outstanding for the period, basic and diluted. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: Period from February 23, 2021 (Inception) through December 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 8,028 Net income attributable to common stock subject to possible redemption $ 8,028 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 15,051,923 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable common stock Numerator: Net loss minus net earnings - Basic and diluted Net loss $ (2,472,432 ) Less: net income attributable to common stock subject to redemption (8,028 ) Net loss attributable to non-redeemable common stock $ (2,480,460 ) Denominator: Weighted-average non-redeemable common shares Weighted-average non-redeemable common shares outstanding, basic and diluted 5,824,830 Net loss per share, non-redeemable common stock, basic and diluted $ (0.43 ) |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of December 31, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. |
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 federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs Offering costs in the amount of $12,041,055 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering. |
Common Stock Subject To Possible Redemption | Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 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. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board 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 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 for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective February 23, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Net Loss per Common Share, Basic and Diluted | In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: Period from February 23, 2021 (Inception) through December 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 8,028 Net income attributable to common stock subject to possible redemption $ 8,028 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 15,051,923 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable common stock Numerator: Net loss minus net earnings - Basic and diluted Net loss $ (2,472,432 ) Less: net income attributable to common stock subject to redemption (8,028 ) Net loss attributable to non-redeemable common stock $ (2,480,460 ) Denominator: Weighted-average non-redeemable common shares Weighted-average non-redeemable common shares outstanding, basic and diluted 5,824,830 Net loss per share, non-redeemable common stock, basic and diluted $ (0.43 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 211,099,649 Liabilities: Warrant liability 2 $ 278,110 |
Schedule of Fair Value of Warrants Estimated with Assumptions | The fair value of the warrants was estimated using the following assumptions: Upon Issuance As of July 9, 2021 Stock Price $ 9.70 $ 9.70 Volatility 10 % 12 % Risk free interest rate 0.99 % 0.97 % Exercise price $ 11.50 $ 11.50 Time to maturity - years 6.0 5.9 |
Schedule of Change in Fair Value of Warrant Liability | The change in the fair value of the Level 3 warrant liability in the period from February 23, 2021 (date of inception) through July 9, 2021, is as follows: Period from February 23, 2021 (Inception) through July 9, 2021 Fair value - beginning of period $ — Additions 255,177 Change in fair value 91,182 Transfers out of level 3 to level 2 (346,359 ) Fair value - end of period $ — |
Income Tax (Tables)
Income Tax (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | The sources of loss before provision for income taxes are as follows for the period from February 23, 2021 (inception) through December 31, 2021: Period from February 23, 2021 (Inception) through December 31, 2021 Domestic $ (2,469,018 ) Foreign — Total $ (2,469,018 ) |
Schedule of Provision for Income Taxes | The provision for income taxes was comprised of the following for the period from February 23, 2021 (inception) through December 31, 2021: Period from February 23, 2021 (Inception) through December 31, 2021 Current: Federal $ 2,403 State and local 1,011 Foreign — Total current 3,414 Deferred: Federal — State and local — Foreign — Total deferred — Total provision for income taxes $ 3,414 |
Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Income Tax Rate | Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Period from February 23, 2021(Inception) through December 31, 2021 Statutory income tax benefit $ (518,493 ) State income taxes, net of federal (170,825 ) Warrant revaluation 4,816 Valuation allowance on start-up costs 687,916 Provision for income taxes $ 3,414 |
Schedule of Tax Effects of Temporary Differences that Gave Rise to Significant Portions of the Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2021 were as follows: December 31, 2021 Deferred Tax Assets: Start-up costs $ 687,916 Valuation allowance (687,916 ) Net deferred tax assets (liabilities) $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | May 28, 2021 | May 21, 2021 | May 18, 2021 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Date of incorporation | Feb. 23, 2021 | |||
Sale of public units | 950,000 | 20,000,000 | ||
Sale of stock price per unit | $ 10 | $ 10 | ||
Proceeds from sale of Units, net of underwriting discounts paid | $ 9,500,000 | $ 205,000,000 | ||
Proceeds from sale of common stocks to Founders/underwriters | $ 25,000 | |||
Deferred underwriting commissions per unit | $ 0.35 | |||
Aggregate deferred underwriting commissions | $ 7,000,000 | |||
Number of shares forfeited | 525,000 | 525,000 | ||
Proceeds from sale of public units | $ 196,000,000 | |||
Cash and marketable securities held in Trust Account | 211,099,649 | |||
Transaction costs | 12,041,055 | |||
Deferred underwriting fees | 7,495,000 | |||
Offering costs | $ 546,055 | |||
Common stock redemption percentage | 100.00% | |||
Percent of gross proceeds deposit into the trust account | 1.00% | |||
Percent of gross proceeds deposit into the trust account | 100.00% | |||
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | |||
Amount held in the trust account | $ 211,099,649 | |||
Cash and short-term investments | 196,000,000 | |||
Interest income earned | 9,649 | |||
Transaction costs | 476,055 | |||
Interest receivable on cash and marketable securities held in the Trust Account | 1,793 | |||
Cash | 875,435 | |||
Working capital (deficit) | (509,613) | |||
Revenues | 0 | |||
Accrued Liabilities | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Transaction costs | 70,000 | |||
Underwriting Agreement | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Gross proceeds from issuance of public unit | $ 200,000,000 | |||
IPO | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of stock price per unit | $ 10 | |||
Sale of common stock, Shares | 20,000,000 | |||
IPO | Underwriting Agreement | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of public units | 20,000,000 | |||
Founder | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of public units | 650,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | $ 6,500,000 | |||
Underwriters | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of public units | 300,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | $ 3,000,000 | |||
Transaction costs | $ 4,000,000 | |||
Over-Allotment Option | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of public units | 900,000 | |||
Sale of stock price per unit | $ 10 | |||
Proceeds from sale of common stocks to Founders/underwriters | $ 9,000,000 | $ 9,000,000 | ||
Underwriting agreement amendment date | May 28, 2021 | |||
Deferred underwriting commissions per unit | $ 0.55 | |||
Aggregate deferred underwriting commissions | $ 495,000 | $ 495,000 | ||
Sale of common stock, Shares | 0 | |||
Over-Allotment Option | Underwriters | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 9,090,000 | |||
Private Placement | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of public units | 9,000 | |||
Sale of stock price per unit | $ 10 | |||
Proceeds from sale of common stocks to Founders/underwriters | $ 90,000 | |||
Private Placement | Founder and Underwriters | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 6,000,000 | |||
Private Placement | Founder and Underwriters | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 6,000,000 | |||
Private Placement | Underwriters | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of public units | 9,000 | 300,000 | ||
Sale of stock price per unit | $ 10 | $ 10 | ||
Over-Allotment Units and Additional Private Placement Units | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of common stocks to Founders/underwriters | $ 9,090,000 | |||
Cash and marketable securities held in Trust Account | 211,090,000 | |||
Over-Allotment Units and Additional Private Placement Units | Underwriters | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 9,090,000 | |||
Underwriter Fees | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Transaction costs | 4,000,000 | |||
Minimum | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Net tangible assets | $ 5,000,001 | |||
Maximum | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Maturity period of US government treasury bills | 185 days | |||
Net interest to pay dissolution expenses | $ 100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Number of common stock underlying restricted stock awards, Subject to forfeiture | shares | 5,000 |
Offering costs charged to stockholders' equity upon completion of offering | $ 12,041,055 |
Unrecognized tax benefits | 0 |
Interest and penalties | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Loss per Common Share, Basic and Diluted (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator | |
Net loss | $ (2,472,432) |
Common Stock Subject To Possible Redemption | |
Numerator | |
Net income attributable to common stock subject to possible redemption | $ 8,028 |
Denominator | |
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | shares | 15,051,923 |
Basic and diluted net income per share, common stock subject to possible redemption | $ / shares | $ 0 |
Common Stock Subject To Possible Redemption | Marketable Securities Held in Trust Account | |
Numerator | |
Net income attributable to common stock subject to possible redemption | $ 8,028 |
Non Redeemable Common Stock | |
Numerator | |
Net loss | (2,472,432) |
Net income attributable to common stock subject to possible redemption | (8,028) |
Net loss attributable to non-redeemable common stock | $ (2,480,460) |
Denominator | |
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | shares | 5,824,830 |
Basic and diluted net income per share, common stock subject to possible redemption | $ / shares | $ (0.43) |
Offering - Additional Informati
Offering - Additional Information (Details) - USD ($) | May 21, 2021 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Public units sold per public unit | $ 10 | $ 10 |
IPO | ||
Class Of Stock [Line Items] | ||
Sale of common stock, Shares | 20,000,000 | |
Public units sold per public unit | $ 10 | |
Number of shares of common stock per unit | 1 | |
Warrants exercised | 2 | |
Warrant exercisable price per unit | $ 11.50 | |
Warrant agreement date | May 18, 2021 | |
Warrants | ||
Class Of Stock [Line Items] | ||
Warrant exercisable price per unit | $ 11.50 | |
Number of fractional shares issued upon exercise of public warrants | 0 | |
Period after business combination when warrants become exercisable | 30 days | |
Period after offering when warrants become exercisable | 12 months | |
Warrants exercisable expiration period after completion of business combination | 5 years | |
Period allotted to complete the business combination | 15 months | |
Net cash settlement value of warrants | $ 0 | |
Redemption price per warrant | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | |
Minimum price per share required for redemption of warrants | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | |
Warrants redemption covenant, threshold consecutive trading days | 30 days | |
Warrants | IPO | ||
Class Of Stock [Line Items] | ||
Sale of units description | Each Public Unit consists of one share of the Company’s common stock, and one-half (1/2) of a public warrant. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | May 28, 2021 | May 21, 2021 | May 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 19, 2021 |
Related Party Transaction [Line Items] | ||||||
Proceeds from sale of common stock to Founder | $ 25,000 | |||||
Common stock issued in consideration for future service | 5,000 | 5,000 | ||||
Grant agreement date | May 18, 2021 | |||||
Number of shares forfeited | 525,000 | 525,000 | ||||
Sale of public units | 950,000 | 20,000,000 | ||||
Sale of stock price per private placement unit | $ 10 | $ 10 | ||||
Holding period of shares for completion of initial business combination | 6 months | |||||
Number of trading period for transfer of shares | 20 days | |||||
Number of consecutive trading period for transfer of shares | 30 days | |||||
Period after completion of business combination to allow transfer of shares | 30 days | |||||
Warrants transfer restrictions period following consummation of business combination | 1 year | |||||
Office Space, Administrative Services and Secretarial Support | ||||||
Related Party Transaction [Line Items] | ||||||
Payment on consideration for service | $ 30,000 | |||||
Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from sale of common stock to Founder | $ 90,000 | |||||
Sale of public units | 9,000 | |||||
Sale of stock price per private placement unit | $ 10 | |||||
Private Placement | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Period after initial business combination to allow transfer of shares | 90 days | |||||
Insider Shares Grant Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Grant agreement date | May 18, 2021 | |||||
Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock price threshold that allows transfer of shares | $ 11.50 | |||||
Common Stock | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Warrant exercisable price per unit | $ 9.20 | |||||
Common Stock | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares of common stock per unit | 1 | |||||
Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Warrant exercisable price per unit | $ 11.50 | |||||
Number of fractional shares issued upon exercise of public warrants | 0 | |||||
Period after business combination when warrants become exercisable | 30 days | |||||
Period after offering when warrants become exercisable | 12 months | |||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||
Period allotted to complete the business combination | 15 months | |||||
Net cash settlement value of warrants | $ 0 | |||||
Redemption price per warrant | $ 0.01 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||
Minimum price per share required for redemption of warrants | $ 18 | |||||
Warrants redemption covenant, threshold trading days | 20 days | |||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | |||||
Warrants | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Warrant exercisable price per unit | $ 9.20 | |||||
Founders | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of common stock price per share | 0.0043592 | |||||
Founders | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of common stock price per share | $ 10 | |||||
Sale of public units | 650,000 | |||||
Sale of stock price per private placement unit | $ 10 | |||||
Number of shares of common stock per unit | 1 | |||||
Warrant exercisable price per unit | $ 11.50 | |||||
Founders | Insider Shares Grant Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Collectively owned of issued and outstanding shares after offering | 20.00% | |||||
Founders | Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of common stock, Shares | 5,210,000 | |||||
Proceeds from sale of common stock to Founder | $ 25,000 | |||||
Sale of common stock price per share | $ 0.0047985 | |||||
Number of shares forfeited | 525,000 | |||||
Underwriters | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of common stock price per share | $ 10 | |||||
Sale of public units | 9,000 | 300,000 | ||||
Sale of stock price per private placement unit | $ 10 | $ 10 | ||||
Number of shares of common stock per unit | 1 | |||||
Sale of units description | each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant | |||||
Warrant exercisable price per unit | $ 11.50 | |||||
Founder and Underwriters | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares of common stock per unit | 1 | |||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock and one-half (1/2) of one warrant (a “Private Placement Warrant”). | |||||
Warrant exercisable price per unit | $ 11.50 | |||||
Founder and Underwriters | Warrants | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Number of fractional shares issued upon exercise of public warrants | 0 | |||||
Period after business combination when warrants become exercisable | 30 days | |||||
Period after offering when warrants become exercisable | 12 months | |||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||
Net cash settlement value of warrants | $ 0 | |||||
Redemption price per warrant | $ 0.01 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||
Minimum price per share required for redemption of warrants | $ 18 | |||||
Warrants redemption covenant, threshold trading days | 20 days | |||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | |||||
Founder and Underwriters | Warrants | Private Placement | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Period allotted to complete the business combination | 18 months | |||||
Treasurer And Chief Financial Officer | Mr. Weightman | Strategic Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Payment on consideration for service | $ 5,000 | |||||
Number of shares issued | 5,000 | |||||
Treasurer And Chief Financial Officer | Maximum | Mr. Weightman | Strategic Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Payment on consideration for service | $ 10,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | May 28, 2021 | May 21, 2021 | Dec. 31, 2021 |
Other Commitments [Line Items] | |||
Paid an underwriting discount in cash | $ 0.20 | ||
Deferred underwriting commissions per unit | $ 0.35 | ||
Aggregate deferred underwriting commissions | $ 7,000,000 | ||
Sale of public units | 950,000 | 20,000,000 | |
Sale of stock price per unit | $ 10 | $ 10 | |
Proceeds from sale of common stocks to Founders/underwriters | $ 25,000 | ||
Repayment of promissory notes to related party | 125,000 | ||
Founders | Promissory Note | |||
Other Commitments [Line Items] | |||
Repayment of promissory notes to related party | $ 125,000 | ||
Repayment of promissory notes | The promissory note was non-interest bearing, unsecured and was repaid in full on May 21, 2021. | ||
Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Underwriters option period | 45 days | ||
Option to purchase additional public units to cover over-allotments | 3,000,000 | ||
Deferred underwriting commissions per unit | $ 0.55 | ||
Aggregate deferred underwriting commissions | $ 495,000 | $ 495,000 | |
Sale of public units | 900,000 | ||
Sale of stock price per unit | $ 10 | ||
Proceeds from sale of common stocks to Founders/underwriters | $ 9,000,000 | $ 9,000,000 | |
Private Placement | |||
Other Commitments [Line Items] | |||
Sale of public units | 9,000 | ||
Sale of stock price per unit | $ 10 | ||
Proceeds from sale of common stocks to Founders/underwriters | $ 90,000 | ||
Private Placement | Common Stock | |||
Other Commitments [Line Items] | |||
Number of shares of common stock per unit | 1 | ||
Private Placement | Underwriters | |||
Other Commitments [Line Items] | |||
Sale of units description | each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant | ||
Number of shares of common stock per unit | 1 | ||
Sale of public units | 9,000 | 300,000 | |
Aggregate purchase price | $ 3,000,000 | ||
Sale of stock price per unit | $ 10 | $ 10 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | May 18, 2021 | Dec. 31, 2021 | Feb. 22, 2021 |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Common stock, shares issued | 6,184,000 | ||
Common stock, shares outstanding | 6,184,000 | ||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock issued in consideration for future service | 5,000 | 5,000 | |
Grant agreement date | May 18, 2021 | ||
Insider Shares Grant Agreements | |||
Class Of Stock [Line Items] | |||
Grant agreement date | May 18, 2021 | ||
Mr Weightman | Insider Shares Grant Agreements | |||
Class Of Stock [Line Items] | |||
Number of shares subject to forfeiture | 5,000 | ||
Common stock issued in consideration for future service | 5,000 | ||
Description of fair value of common stock shares vest recognition | If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the grant date fair value of the common stock will be recognized as stock-based compensation in the Company’s statement of operations and comprehensive loss when the completion of the Business Combination becomes probable | ||
Interest Solutions (ICR) | Insider Shares Grant Agreements | |||
Class Of Stock [Line Items] | |||
Common stock issued in consideration for future service | 10,000 | ||
Number of shares not subject to forfeiture | 10,000 | ||
Number of shares, grant date fair value expensed upon issuance | 10,000 | ||
Non-Employee Consultants | Restricted Stock | Insider Shares Grant Agreements | |||
Class Of Stock [Line Items] | |||
Number of shares subject to forfeiture | 15,000 | ||
Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Common stock, voting rights per share | Holders of the Company’s common stock are entitled to one vote for each share of common stock | ||
Common stock, shares issued | 6,184,000 | ||
Common stock, shares outstanding | 6,184,000 | 0 | |
Shares subject to possible redemption | 20,900,000 | ||
Common Stock | Maximum | |||
Class Of Stock [Line Items] | |||
Warrant exercisable price per unit | $ 9.20 | ||
Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Warrants | |||
Class Of Stock [Line Items] | |||
Warrant exercisable price per unit | $ 11.50 | ||
Percentage of warrants exercise price | 115.00% | ||
Period after business combination when warrants become exercisable | 30 days | ||
Period after offering when warrants become exercisable | 12 months | ||
Warrants exercisable expiration period after completion of business combination | 5 years | ||
Period allotted to complete the business combination | 15 months | ||
Net cash settlement value of warrants | $ 0 | ||
Redemption price per warrant | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | ||
Minimum price per share required for redemption of warrants | $ 18 | ||
Warrants redemption covenant, threshold trading days | 20 days | ||
Warrants redemption covenant, threshold consecutive trading days | 30 days | ||
Warrants or rights outstanding | 10,929,495 | ||
Warrants | Minimum | |||
Class Of Stock [Line Items] | |||
Percentage of aggregate gross proceeds of equity issuances | 65.00% | ||
Warrants | Maximum | |||
Class Of Stock [Line Items] | |||
Warrant exercisable price per unit | $ 9.20 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Details) | Dec. 31, 2021USD ($) |
Level 1 | Cash and Marketable Securities Held in Trust Account | |
Assets: | |
Assets | $ 211,099,649 |
Level 2 | Warrant Liability | |
Liabilities: | |
Liabilities | $ 278,110 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Warrants Estimated with Assumptions (Details) | Dec. 31, 2021$ / sharesyr | Jul. 09, 2021$ / sharesyr |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 9.70 | 9.70 |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.10 | 0.12 |
Risk Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.0099 | 0.0097 |
Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 11.50 | 11.50 |
Time to Maturity - Years | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | yr | 6 | 5.9 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liability (Details) - Warrant Liability | 5 Months Ended |
Jul. 09, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Additions | $ 255,177 |
Change in fair value | 91,182 |
Transfers out of level 3 to level 2 | $ (346,359) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Accrued interest | $ 1,793 |
Income Tax - Schedule of Loss B
Income Tax - Schedule of Loss Before Provision for Income Taxes (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Domestic | $ (2,469,018) |
Loss before provision for income taxes | $ (2,469,018) |
Income Tax - Schedule of Provis
Income Tax - Schedule of Provision for Income Taxes (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Current: | |
Federal | $ 2,403 |
State and local | 1,011 |
Total current | 3,414 |
Deferred: | |
Total provision for income taxes | $ 3,414 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Income Tax Rate (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | |
Statutory income tax benefit | $ (518,493) |
State income taxes, net of federal | (170,825) |
Warrant revaluation | 4,816 |
Valuation allowance on start-up costs | 687,916 |
Total provision for income taxes | $ 3,414 |
Income Tax - Schedule of Tax Ef
Income Tax - Schedule of Tax Effects of Temporary Differences that Gave Rise to Significant Portions of the Deferred Tax Assets and Liabilities (Details) | Dec. 31, 2021USD ($) |
Deferred Tax Assets: | |
Start-up costs | $ 687,916 |
Valuation allowance | $ (687,916) |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 687,916 |
Unrecognized tax benefits | 0 |
Accrued interest or penalties on unrecognized tax benefits | 0 |
Positions recorded | $ 0 |