Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 11 Months Ended | ||
Dec. 31, 2021 | Apr. 01, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40386 | ||
Entity Registrant Name | Data Knights Acquisition Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2076743 | ||
Entity Address, Address Line One | Trident Court, 1 Oakcroft Road | ||
Entity Address, City or Town | Chessington Surrey | ||
Entity Address, Country | GB | ||
Entity Address, Postal Zip Code | KT9 1BD | ||
City Area Code | 011 | ||
Local Phone Number | 44-208-090-2009 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 113,735 | ||
Entity Central Index Key | 0001849380 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Boston, MA | ||
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one redeemable warrant | ||
Trading Symbol | DKDCU | ||
Security Exchange Name | NASDAQ | ||
Class A common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | DKDCA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 12,085,275 | ||
Redeemable Warrants Exercisable For Class Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | ||
Trading Symbol | DKDCW | ||
Security Exchange Name | NASDAQ | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,875,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 453,151 |
Prepaid expense | 21,215 |
Prepaid insurance | 61,846 |
Total Current Assets | 536,212 |
Investments in cash held in Trust Account | 117,320,973 |
Total assets | 117,857,185 |
Current Liabilities | |
Accrued expense | 125,972 |
Franchise tax payable | 164,008 |
Total Current Liabilities | 289,980 |
Warrant liability | 4,851,668 |
Deferred underwriter fee payable | 4,025,000 |
Total liabilities | 9,166,648 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption; 11,500,000 shares at redemption value of $10.20 | 117,300,000 |
Stockholders' Deficit | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (8,609,810) |
Total Stockholders' Deficit | (8,609,463) |
Total Liabilities and Stockholders' Deficit | 117,857,185 |
Class A common stock | |
Stockholders' Deficit | |
Common stock | 59 |
Class B common stock | |
Stockholders' Deficit | |
Common stock | $ 288 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 100,000,000 |
Common shares, shares issued | 585,275 |
Common shares, shares outstanding | 585,275 |
Class A common stock subject to redemption | |
Common shares, shares outstanding | 11,500,000 |
Common share redemption price (per share) | $ / shares | $ 10.20 |
Common shares, shares subject to possible redemption | 11,500,000 |
Class B common stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 10,000,000 |
Common shares, shares issued | 2,875,000 |
Common shares, shares outstanding | 2,875,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 421,397 |
Franchise tax expense | 164,008 |
Loss from operation costs | (585,405) |
Interest earned on marketable securities held in Trust Account | 1,876 |
Realized and Unrealized gain | 19,097 |
Change in Fair value of warrant liability | 6,325,281 |
Offering costs allocated to warrant liability | (625,059) |
Net income | $ 5,135,790 |
Class A Common Stock Subject to Redemption | |
Net income per common stock, Basic | $ / shares | $ 0.44 |
Net income per common stock, Diluted | $ / shares | $ 0.44 |
Weighted average shares outstanding, Basic | shares | 8,264,526 |
Weighted average shares outstanding, Diluted | shares | 8,264,526 |
Class A and Class B Common Stock Not Subject to Redemption | |
Net income per common stock, Basic | $ / shares | $ 0.44 |
Net income per common stock, Diluted | $ / shares | $ 0.44 |
Weighted average shares outstanding, Basic | shares | 3,295,610 |
Weighted average shares outstanding, Diluted | shares | 3,295,610 |
STATEMENT OF CHANGES STOCKHOLDE
STATEMENT OF CHANGES STOCKHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Class A common stockCommon Stock | Class B common stockCommon Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 07, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 07, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsors | $ 0 | $ 288 | 24,712 | 0 | 25,000 |
Issuance of Class B common stock to Sponsors (in shares) | 0 | 2,875,000 | |||
Sale of non-redeemable private placement units to Sponsor | $ 59 | 5,290,242 | 0 | 5,290,301 | |
Sale of non-redeemable private placement units to Sponsor(in shares) | 585,275 | ||||
Re-measurement of Class A Common Stock Subject to Possible Redemption | (5,314,954) | (13,745,600) | (19,060,554) | ||
Net income (loss) | 0 | 5,135,790 | 5,135,790 | ||
Balance at the end at Dec. 31, 2021 | $ 59 | $ 288 | $ 0 | $ (8,609,810) | $ (8,609,463) |
Balance at the end (in shares) at Dec. 31, 2021 | 585,275 | 2,875,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flow from operating activities: | |
Net income | $ 5,135,790 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on securities held in Trust Account | (1,876) |
Realized and Unrealized gain | (19,097) |
Offering costs allocated to warrant liability | 625,059 |
Changes in operating assets and liabilities: | |
Prepaid expense | (83,061) |
Accrued expense | 125,972 |
Franchise tax payable | 164,008 |
Change in fair value of warrant liability | (6,325,281) |
Net cash used in operating activities | (378,487) |
Cash flows from investing activities: | |
Investment of cash held in Trust Account | (117,300,000) |
Net cash used in investing activities | (117,300,000) |
Cash flow from financing activities: | |
Proceeds from issuance of Class B Common Stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discount paid | 112,700,000 |
Proceeds from sale of private placement units | 5,852,750 |
Payment of offering costs | (446,112) |
Proceeds from promissory note | 78,925 |
Repayment of promissory note | (78,925) |
Net cash provided by financing activities | 118,131,638 |
Net change in cash | 453,151 |
Cash at the beginning of the period | 0 |
Cash at the end of the period | 453,151 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting fee payable | 4,025,000 |
Initial classification of the warrant liability | $ 11,176,949 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 11 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Data Knights Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 8, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period February 8, 2021 (inception) through December 31, 2021 were related to the Company’s formation and the initial public offering (the “Initial Public Offering”). On May 11, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (“Units” and, with respect to the shares of Class A Common Stock included in the Units offered, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 585,275 private placement units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to Data Knights, LLC (the “Sponsor”), generating gross proceeds of $5,852,750, which is described in Note 5. Following the closing of the Initial Public Offering on May 11, 2021, an amount of $117,300,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs of the Initial Public Offering amounted to $6,771,112 consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $446,112 of other costs. Following the closing of the Initial Public Offering $959,560 of cash was held outside of the Trust Account available for working capital purposes. As of December 31, 2021, we have available to us $453,151 of cash on our balance sheet and working capital of $246,232. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination 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 (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Company will have until May 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of up $2,300,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit), into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the shares of Class A Common Stock and the warrants that are included as components of the Private Placement Units. Such warrants will expire worthless if the Company fails to complete a Business Combination within the 12-month time period (or up to 18-month time period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern, Liquidity and Capital Resources As of December 31, 2021, we had cash of $453,151 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination. For the period from February 8, 2021 (inception) through December 31, 2021, cash used in operating activities was $378,487. As of December 31, 2021, we had investments of $117,320,973 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes. During the period ended December 31, 2021, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the business combination, however this cannot be guaranteed. The Company will have until May 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination. If our initial business combination is not consummated by May 11, 2022 (or until November 11, 2022 if we extend the period of time to consummate a business combination), less than one year after the date the financial statements are issued, then our existence will terminate, and we will distribute all amounts in the trust account. The Company intends to complete a business combination before the liquidation date and no adjustments have been made to the carrying amounts of assets or liabilities should the company be required to liquidate after such date. There can be no assurance that the Company will be able to consummate an initial business combination by May 11, 2022 and/or have sufficient working capital and borrowing capacity to meet its needs. Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds from our Trust Accounts would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. 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 | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $453,151 in cash and no cash equivalents as of December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On December 31, 2021, there are 585,275 shares of Class A Common Stock related to the Private Placement Unit (Note 5) outstanding, which are not subject to redemption, and 11,500,000 shares of Class A Common Stock outstanding, which are subject to possible redemption. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants and private warrants (10,614,500) Issuance costs related to Class A Common Stock (6,146,054) Plus: Re-measurement of carrying value to redemption value 19,060,554 Contingently redeemable Class A Common Stock 117,300,000 Net income per share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 12,085,275 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common share: For the period of February 8, 2021 (inception) Through December 31, 2021 Redeemable Class A common shares Numerator: Net income allocable to common stock subject to possible redemption $ 3,671,658 Denominator: weighted average number of redeemable common share 8,264,526 Basic and diluted net income per redeemable common share $ 0.44 Non-redeemable Class A and Class B common shares Numerator: Net income allocable to common stock not subject to redemption $ 1,464,132 Denominator: weighted average number of non-redeemable common shares 3,295,610 Basic and diluted net loss per non-redeemable private placement and common share $ 0.44 Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except warrant liabilities (See Note 9). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A Common Stock, $0.0001 par value, and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per whole share (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 11 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 585,275 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $5,852,750. The Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s initial business combination except to permitted transferees and (b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 25, 2021, the Company issued an aggregate of 2,875,000 shares of Class B Common Stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On February 25, 2021, the Sponsor transferred 15,000 shares to the Company’s Chief Executive Officer, 15,000 shares to the Company’s Chief Financial Officer and 5,000 shares to two of the Company’s independent directors. Following the determination of the Company’s third independent director, on March 23, 2021, the Sponsor transferred 5,000 shares to such independent director. The Founder Shares which the Sponsor and its permitted transferees will collectively own, on an as-converted basis, represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On February 8, 2021, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of July 31, 2021 or the completion of the Initial Public Offering. On June 1, 2021, the $78,925 outstanding under the promissory note was repaid in full. On December 31, 2021, there is no amount outstanding under the promissory note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into units at a price of $10.00 per unit. The Units will be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On December 31, 2021, there is no amount outstanding under the Working Capital Loans. If the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,150,000 since the underwriters’ over-allotment option was exercised in full ($0.10 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $2,300,000 since the underwriters’ over-allotment option was exercised in full ($0.10 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest bearing loans. If the Company completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the Private Placement Units. If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account. Furthermore, the letter agreement among the Company and the Company’s officers, directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. The public stockholders will not be afforded an opportunity to vote on the extension of time to consummate an initial Business Combination from 12 months to 18 months described above or redeem their shares in connection with such extensions. Administrative Services Arrangement Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse ARC Group Ltd., an affiliate of the Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative support. As of December 31, 2021, the Company incurred $80,000 in expenses for these services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 11 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on May 6, 2021, the holders of the Founder Shares, Private Placement Units (including the securities contained therein), the units (including the securities contained therein) that may be issued upon conversion of the Working Capital Loans, and any shares of Class A Common Stock issuable upon the exercise of the Placement Warrants and any shares of Class A Common Stock, warrants (and underlying Class A Common Stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A Common Stock issuable upon conversion of the founder shares are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriter a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The aforementioned option was exercised on May 11, 2021. The underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $2,300,000. In addition, the underwriter is entitled to a deferred fee of three and a half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $4,025,000. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. Right of First Refusal For a period beginning on May 7, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of our Registration Statement. |
WARRANT LIABILITY
WARRANT LIABILITY | 11 Months Ended |
Dec. 31, 2021 | |
WARRANT LIABILITY | |
WARRANT LIABILITY | NOTE 7. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of warrants when the price per Class A Common Stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities) for any 20 trading days within a 30 -trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.The Placement Warrants were identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the Class A Common Stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the Class A Common Stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At December 31, 2021, the Company accounted for the aggregate 12,085,275 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 585,275 Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value, with the change in fair value recognized in the Company’s statement of operations. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 11 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | NOTE 8. STOCKHOLDER’S EQUITY Preferred Shares outstanding Class A Common Stock outstanding Class B Common Stock outstanding Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A Common Stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The following table presents information about the Company's assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Investments in cash held in Trust Account $ 117,320,974 $ — $ — Warrant Liabilities: Public Warrants $ 4,600,000 $ — $ — Private Placement Warrants $ — $ — $ 251,668 The Warrants are measured at fair value on a recurring basis. The Public Warrants were valued initially and at each reporting period that the warrants were not actively traded, using a Monte Carlo simulation. As of December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. Private Placement Warrants were valued using a Monte Carlo valuation model using level 3 inputs at initial valuation and as of December 31, 2021. At December 31, 2021, assets held in the Trust Account were comprised of $117,320,974 in U.S. Treasury Securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The Company utilized a Monte Carlo simulation to estimate the fair value of the warrants at each reporting period for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from February 8, 2021 (inception) to December 31, 2021. On June 22, 2021, the Public Warrants surpassed the threshold waiting period to be publicly traded. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of December 31, 2021, the Company classified the Public Warrants as Level 1. The estimated value of the Public Warrants that transferred from a Level 3 measurement to a Level 1 measurement from the initial measurement of May 11, 2021 through December 31, 2021 was $4,600,000 as presented in the changes in fair value of Level 3 warrant liabilities table below. Warrant Liability Fair value as of February 8, 2021 (inception) $ — Initial measurement on May 11, 2021 (Level 3) 11,176,949 Transfer to Level 1 (4,600,000) Change in Fair value (6,325,281) Fair value as of December 31, 2021 $ 251,668 The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: May 11, 2021 December 31,2021 (Initial Measurement) (Public Warrants and (Private Warrants) Private Warrants) Exercise price $ 11.50 $ 11.50 Share price $ 10.10 $ 10.00 Expected term (years) 5.36 5.75 Probability of Acquisition 100.0 % 75.0 % Volatility 7.4 % 17.0 % Risk-free rate 1.28 % 0.97 % Dividend yield (per share) 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the period from May 11, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows: Private Warrants Public Warrants Total Warrant Liability Fair value as of May 11, 2021 (Initial Public Offering) $ 562,449 $ 10,614,500 $ 11,176,949 Change in valuation inputs or other assumptions (1) (281,517) (6,014,500) (6,325,281) Fair value as of December 31, 2021 $ 251,668 $ 4,600,000 $ 4,851,668 (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations. |
INCOME TAXES
INCOME TAXES | 11 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | NOTE 10. INCOME TAX The income tax provision consists of the following: Years Ended December 31, 2021 Federal Current $ — Deferred (118,531) State and Local Current $ — Deferred — Change in valuation allowance 118,531 Income tax provision $ — The Company’s net deferred tax assets are as follows: Years Ended December 31, 2021 Deferred Tax Assets Net Operating Loss $ 31,892 Sec. 195 Start-up Costs 88,493 Total Deferred Tax Assets 120,385 Deferred Tax Liability Unrealized gain on Investment in Trust Account (1,855) Total Deferred Tax Liabilities (1,855) Less: Valuation allowance (118,531) Deferred Tax Assets, net of allowance $ — As of December 31, 2021, the Company had $151,867 of U.S. federal and state net operating loss carryovers available to offset future taxable income. The federal net operating losses can be carried forward indefinitely, subject to a limitation in utilization against 80% of annual taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance of $118,531 as of December 31, 2021. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit — % Change in fair value of derivative liabilities (25.89) % Transaction costs allocated to warrant issuance 2.57 % Change in valuation allowance 2.32 % Income tax provision — % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2021, up to April 1, 2022, the date the Company issued the audited financial statements. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $453,151 in cash and no cash equivalents as of December 31, 2021. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On December 31, 2021, there are 585,275 shares of Class A Common Stock related to the Private Placement Unit (Note 5) outstanding, which are not subject to redemption, and 11,500,000 shares of Class A Common Stock outstanding, which are subject to possible redemption. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants and private warrants (10,614,500) Issuance costs related to Class A Common Stock (6,146,054) Plus: Re-measurement of carrying value to redemption value 19,060,554 Contingently redeemable Class A Common Stock 117,300,000 |
Net income per share | Net income per share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 12,085,275 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common share: For the period of February 8, 2021 (inception) Through December 31, 2021 Redeemable Class A common shares Numerator: Net income allocable to common stock subject to possible redemption $ 3,671,658 Denominator: weighted average number of redeemable common share 8,264,526 Basic and diluted net income per redeemable common share $ 0.44 Non-redeemable Class A and Class B common shares Numerator: Net income allocable to common stock not subject to redemption $ 1,464,132 Denominator: weighted average number of non-redeemable common shares 3,295,610 Basic and diluted net loss per non-redeemable private placement and common share $ 0.44 |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except warrant liabilities (See Note 9). |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting 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) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of common Stock reflected on the balance sheet | As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants and private warrants (10,614,500) Issuance costs related to Class A Common Stock (6,146,054) Plus: Re-measurement of carrying value to redemption value 19,060,554 Contingently redeemable Class A Common Stock 117,300,000 |
Reconciliation of Net Income per Common Share | For the period of February 8, 2021 (inception) Through December 31, 2021 Redeemable Class A common shares Numerator: Net income allocable to common stock subject to possible redemption $ 3,671,658 Denominator: weighted average number of redeemable common share 8,264,526 Basic and diluted net income per redeemable common share $ 0.44 Non-redeemable Class A and Class B common shares Numerator: Net income allocable to common stock not subject to redemption $ 1,464,132 Denominator: weighted average number of non-redeemable common shares 3,295,610 Basic and diluted net loss per non-redeemable private placement and common share $ 0.44 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Investments in cash held in Trust Account $ 117,320,974 $ — $ — Warrant Liabilities: Public Warrants $ 4,600,000 $ — $ — Private Placement Warrants $ — $ — $ 251,668 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | May 11, 2021 December 31,2021 (Initial Measurement) (Public Warrants and (Private Warrants) Private Warrants) Exercise price $ 11.50 $ 11.50 Share price $ 10.10 $ 10.00 Expected term (years) 5.36 5.75 Probability of Acquisition 100.0 % 75.0 % Volatility 7.4 % 17.0 % Risk-free rate 1.28 % 0.97 % Dividend yield (per share) 0.00 % 0.00 % |
Schedule of change in the fair value of the warrant liabilities | Warrant Liability Fair value as of February 8, 2021 (inception) $ — Initial measurement on May 11, 2021 (Level 3) 11,176,949 Transfer to Level 1 (4,600,000) Change in Fair value (6,325,281) Fair value as of December 31, 2021 $ 251,668 Private Warrants Public Warrants Total Warrant Liability Fair value as of May 11, 2021 (Initial Public Offering) $ 562,449 $ 10,614,500 $ 11,176,949 Change in valuation inputs or other assumptions (1) (281,517) (6,014,500) (6,325,281) Fair value as of December 31, 2021 $ 251,668 $ 4,600,000 $ 4,851,668 (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of income tax provision | Years Ended December 31, 2021 Federal Current $ — Deferred (118,531) State and Local Current $ — Deferred — Change in valuation allowance 118,531 Income tax provision $ — |
Summary of significant components of the Company's deferred tax assets | Years Ended December 31, 2021 Deferred Tax Assets Net Operating Loss $ 31,892 Sec. 195 Start-up Costs 88,493 Total Deferred Tax Assets 120,385 Deferred Tax Liability Unrealized gain on Investment in Trust Account (1,855) Total Deferred Tax Liabilities (1,855) Less: Valuation allowance (118,531) Deferred Tax Assets, net of allowance $ — |
Reconciliation of the federal income tax rate to the Company's effective tax rate | Years Ended December 31, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit — % Change in fair value of derivative liabilities (25.89) % Transaction costs allocated to warrant issuance 2.57 % Change in valuation allowance 2.32 % Income tax provision — % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | May 11, 2021USD ($)$ / sharesshares | Feb. 08, 2021 | Dec. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10 | ||
Price of warrant | $ / shares | $ 10.20 | ||
Proceeds from sale of private placement units | $ 5,852,750 | ||
Deferred underwriting fee payable | 4,025,000 | ||
Payments for investment of cash in Trust Account | $ 117,300,000 | 117,300,000 | |
Working capital | 246,232 | ||
Cash held outside the Trust Account | 453,151 | ||
Working capital loans | 378,487 | ||
Condition for future business combination number of businesses minimum | 1 | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | ||
Deferred offering cost | 4,025,000 | ||
Investments in cash held in Trust Account | 117,320,973 | ||
Convertible loans | $ 1,500,000 | ||
Units per price | $ / shares | $ 10 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in IPO, net of offering costs (in shares) | shares | 11,500,000 | 11,500,000 | |
Purchase price, per unit | $ / shares | $ 10 | ||
Transaction Costs | $ 6,771,112 | ||
Underwriting fees | 2,300,000 | ||
Deferred underwriting fee payable | 4,025,000 | ||
Other offering costs | 446,112 | ||
Payments for investment of cash in Trust Account | $ 959,560 | ||
Proceeds From Sale Of Units | $ 115,000,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrant | $ / shares | $ 10 | $ 10 | |
Proceeds from sale of private placement units | $ 5,852,750 | $ 5,852,750 | |
Number Of Warrants Issued | shares | 585,275 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in IPO, net of offering costs (in shares) | shares | 1,500,000 | ||
Purchase price, per unit | $ / shares | $ 0.10 | ||
Condition for future business combination number of businesses minimum | 2,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)shares | |
Cash | $ 453,151 |
Cash equivalents | 0 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Warrant exercisable | shares | 12,085,275 |
Class A common stock | |
Common shares, shares outstanding | shares | 585,275 |
Class A common stock subject to redemption | |
Common shares, shares outstanding | shares | 11,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of common stock reflected on the balance sheet (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Contingently redeemable Class A Common Stock | $ 117,300,000 |
Class A Common Stock Subject to Redemption | |
Gross Proceeds | 115,000,000 |
Proceeds allocated to public warrants and private warrants | (10,614,500) |
Issuance costs related to Class A common stock | (6,146,054) |
Re-measurement of carrying value to redemption value | 19,060,554 |
Contingently redeemable Class A Common Stock | $ 117,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Common Share (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Net income (loss) | $ | $ 5,135,790 |
Redeemable Common Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Net income (loss) | $ | $ 3,671,658 |
Weighted Average Number of Shares Outstanding, Basic | shares | 8,264,526 |
Weighted Average Number of Shares Outstanding, Diluted | shares | 8,264,526 |
Earnings Per Share, Basic | $ / shares | $ 0.44 |
Earnings Per Share, Diluted | $ / shares | $ 0.44 |
Non Redeemable Common Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Net income (loss) | $ | $ 1,464,132 |
Weighted Average Number of Shares Outstanding, Basic | shares | 3,295,610 |
Weighted Average Number of Shares Outstanding, Diluted | shares | 3,295,610 |
Earnings Per Share, Basic | $ / shares | $ 0.44 |
Earnings Per Share, Diluted | $ / shares | $ 0.44 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | May 11, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | |
Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 11,500,000 | 11,500,000 |
Purchase price, per unit | $ 10 | |
Initial Public Offering | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Common shares, par value, (per share) | $ 0.0001 | |
Number of shares issuable per warrant | 1 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 1 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | May 11, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Price of warrants | $ 10.20 | |
Aggregate purchase price | $ 5,852,750 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 585,275 | |
Price of warrants | $ 10 | $ 10 |
Aggregate purchase price | $ 5,852,750 | $ 5,852,750 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Mar. 23, 2021shares | Feb. 25, 2021USD ($)shares | Dec. 31, 2021USD ($)D$ / shares |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Founder Shares | Sponsor | Class B common stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 2,875,000 | ||
Aggregate purchase price | $ | $ 25,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Restrictions on transfer period of time after business combination completion | 6 months | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||
Founder Shares | Chief Executive Officer | Class B common stock | |||
Related Party Transaction [Line Items] | |||
Stock transferred to others during Period Share | 15,000 | ||
Founder Shares | Chief Financial Officer | Class B common stock | |||
Related Party Transaction [Line Items] | |||
Stock transferred to others during Period Share | 15,000 | ||
Founder Shares | Two Independent Director | Class B common stock | |||
Related Party Transaction [Line Items] | |||
Stock transferred to others during Period Share | 5,000 | ||
Founder Shares | Third Independent Director | Class B common stock | |||
Related Party Transaction [Line Items] | |||
Stock transferred to others during Period Share | 5,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jun. 01, 2021 | Dec. 31, 2021 | Feb. 08, 2021 |
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | $ 78,925 | ||
Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Common shares, shares outstanding | 0 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Outstanding balance of related party note | $ 0 | ||
Repayment of promissory note - related party | $ 78,925 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | 10,000 | ||
Administrative Support Agreement | ARC Group Ltd | |||
Related Party Transaction [Line Items] | |||
Expenses incurred and paid | 80,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Maximum Loans Convertible Upto Consummation | $ 1,500,000 | ||
Sale of Stock, Price Per Share | $ 10 | ||
Related Party Loans | Over-allotment option | |||
Related Party Transaction [Line Items] | |||
Sale of Stock, Price Per Share | $ 0.10 | ||
Deposit held in Trust Account | $ 1,150,000 | ||
Business Combination, Total Payments | $ 2,300,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)itemshares | |
Subsidiary, Sale of Stock [Line Items] | |
Maximum number of demands for registration of securities | item | 3 |
Underwriting discount (as a percent) | 2.00% |
Underwriting discount paid | $ 2,300,000 |
Deferred underwriting fees (as a percent) | 3.50% |
Deferred underwriting fees | $ 4,025,000 |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Overallotment option period | 45 days |
Number of units sold | shares | 1,500,000 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Redeemable warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Issued | shares | 12,085,275 |
Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Issued | shares | 585,275 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public Warrants expiration term | 5 years |
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 20 days |
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 60 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Share price | $ 9.20 |
Percentage of Gross Proceeds on Total Equity Proceed | 60.00% |
Trading days determining volume weighted average price | 20 days |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% |
Warrants Issued | shares | 11,500,000 |
Public Warrants | Class A common stock | |
Class of Warrant or Right [Line Items] | |
Share price | $ 9.20 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |
Adjustment of exercise price of warrants based on market value (as a percent) | 180.00% |
STOCKHOLDER'S EQUITY - Preferre
STOCKHOLDER'S EQUITY - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
STOCKHOLDER'S EQUITY | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
STOCKHOLDER'S EQUITY - Common S
STOCKHOLDER'S EQUITY - Common Stock Shares (Details) | Mar. 23, 2021shares | Feb. 25, 2021shares | Dec. 31, 2021USD ($)Vote$ / sharesshares |
Class A common stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 100,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, votes per share | $ | 1 | ||
Common shares, shares issued (in shares) | 585,275 | ||
Common shares, shares outstanding (in shares) | 585,275 | ||
Common shares, shares issued (in shares) | 12,085,275 | ||
Common shares, shares outstanding (in shares) | 12,085,275 | ||
Class A Common Stock Subject to Redemption | |||
Class of Stock [Line Items] | |||
Common shares, shares subject to possible redemption | 11,500,000 | ||
Class A Common Stock Not Subject to Redemption | |||
Class of Stock [Line Items] | |||
Common shares, shares subject to possible redemption | 585,275 | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 10,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 2,875,000 | ||
Common shares, shares outstanding (in shares) | 2,875,000 | ||
Initial Business Combination Shares Issuable As Percent Of Outstanding Share | 20.00% | ||
Class B common stock | Sponsor | Chief Executive Officer | |||
Class of Stock [Line Items] | |||
Number of shares transferred | 15,000 | ||
Class B common stock | Sponsor | Chief Financial Officer | |||
Class of Stock [Line Items] | |||
Number of shares transferred | 15,000 | ||
Class B common stock | Sponsor | Independent Directors | |||
Class of Stock [Line Items] | |||
Number of shares transferred | 5,000 | 5,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in cash held in Trust Account | $ 117,320,973 |
U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in cash held in Trust Account | 117,320,974 |
Level 1 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in cash held in Trust Account | 117,320,974 |
Level 1 | Recurring | Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 4,600,000 |
Level 3 | Recurring | Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 251,668 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 warrant liabilities (Details) - Warrant Liability - USD ($) | 4 Months Ended | 8 Months Ended |
May 31, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on May 11, 2021 (Level 3) | $ 4,600,000 | |
Transfer to Level 1 | (4,600,000) | |
Change in Fair value | (6,325,281) | |
Fair value as of December 31, 2021 | $ 251,668 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on May 11, 2021 (Level 3) | $ 11,176,949 |
FAIR VALUE MEASUREMENTS - Lev_2
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 - USD ($) | Dec. 31, 2021 | May 11, 2021 |
Public Warrants | Exercise Price | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 11.50 | |
Public Warrants | Share Price | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 10.10 | |
Public Warrants | Volatility | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 7.4 | |
Public Warrants | Probability of Acquisition | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 100 | |
Public Warrants | Expected life of the options to convert | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 5.36 | |
Public Warrants | Risk-free rate | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 1.28 | |
Public Warrants | Dividend yield | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 0 | |
Private Warrants | Exercise Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 11.50 | |
Private Warrants | Share Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 10 | |
Private Warrants | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 17 | |
Private Warrants | Probability of Acquisition | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 75 | |
Private Warrants | Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 5.75 | |
Private Warrants | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 0.97 | |
Private Warrants | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of beginning balance | $ 10,614,500 |
Change in valuation inputs or other assumption | (6,014,500) |
Fair value as of Ending balance | 4,600,000 |
Private Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of beginning balance | 562,449 |
Change in valuation inputs or other assumption | (281,517) |
Fair value as of Ending balance | 251,668 |
Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of beginning balance | 11,176,949 |
Change in valuation inputs or other assumption | (6,325,281) |
Fair value as of Ending balance | $ 4,851,668 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Federal. | |
Deferred | $ (118,531) |
Change in valuation allowance | $ 118,531 |
INCOME TAXES - Net deferred tax
INCOME TAXES - Net deferred tax assets (Details) | Dec. 31, 2021USD ($) |
Deferred tax assets: | |
Net Operating Loss | $ 31,892 |
Sec. 195 Start-up Costs | 88,493 |
Total Deferred Tax Assets | 120,385 |
Deferred Tax Liability | |
Unrealized gain on Investment in Trust Account | (1,855) |
Total Deferred Tax Liabilities | 1,855 |
Less: Valuation allowance | $ (118,531) |
INCOME TAXES - Federal income t
INCOME TAXES - Federal income tax rate (Details) | 11 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Statutory federal income tax rate | 21.00% |
Change in fair value of derivative liabilities | (25.89%) |
Transaction costs allocated to warrant issuance | 2.57% |
Change in valuation allowance | 2.32% |
INCOME TAXES (Details)
INCOME TAXES (Details) | Dec. 31, 2021USD ($) |
Income Taxes | |
U.S. federal and state net operating loss | $ 151,867 |
Limitation On Annual Taxable Income | 80.00% |
Valuation allowance | $ 118,531 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |