Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | CLEANTECH ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 5 |
Entity Central Index Key | 0001849820 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | |||
Cash | $ 296,381 | $ 518,905 | $ 25,000 |
Prepaid expenses | 44,991 | 73,865 | |
Total current assets | 341,372 | 592,770 | 25,000 |
Investments held in Trust Account | 174,247,973 | 174,230,428 | |
Total Assets | 174,589,345 | 174,823,198 | 25,000 |
Current liabilities: | |||
Accounts payable | 178,311 | 153,601 | |
Accrued expenses | 9,000 | 29,500 | 1,000 |
Accrued expenses – related party | 83,333 | 53,333 | |
Franchise tax payable | 23,967 | 97,200 | |
Promissory note – related party | 267,000 | ||
Total current liabilities | 561,611 | 333,634 | 1,000 |
Warrant liabilities | 5,559,750 | 7,973,250 | |
Total Liabilities | 6,121,361 | 8,306,884 | 1,000 |
Commitments and Contingencies | |||
Common stock subject to possible redemption, $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.10 per share at March 31, 2022 and December 31, 2021 | 174,225,000 | 174,225,000 | |
Stockholders’ (Deficit) Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021 | |||
Common stock, $0.0001 par value; 200,000,000 shares authorized; 4,312,500 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021 | 431 | 431 | 431 |
Additional paid-in capital | 24,569 | ||
Accumulated deficit | (5,757,447) | (7,709,117) | (1,000) |
Total Stockholders’ Deficit | (5,757,016) | (7,708,686) | 24,000 |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | $ 174,589,345 | $ 174,823,198 | $ 25,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares issued | 17,250,000 | 17,250,000 | 0 |
Common stock subject to possible redemption, shares outstanding | 17,250,000 | 17,250,000 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 |
Common stock subject to possible redemption, redemption value (in Dollars per share) | $ 10.1 | $ 10.1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Operating costs | $ 458,647 | $ 1,000 | $ 1,201,383 | |
Franchise tax expense | 20,728 | 97,200 | ||
Loss from operations | (479,375) | (1,000) | (1,298,583) | |
Transaction costs allocated to warrant liabilities | (155,037) | |||
Net gain on investments held in Trust Account | 17,545 | 5,428 | ||
Change in fair value of warrant liabilities | 2,413,500 | 1,077,750 | ||
Change in fair value of over-allotment option liability | (225,000) | |||
Net income (loss) | $ 1,951,670 | $ (1,000) | $ (595,442) | |
Basic and diluted weighted average shares outstanding (in Shares) | 21,562,500 | 4,312,500 | 3,750,000 | 11,781,678 |
Basic net income ( loss) per share of common stock (in Dollars per share) | $ 0.09 | $ 0 | $ 0 | $ (0.05) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 17, 2020 | ||||
Balance (in Shares) at Jun. 17, 2020 | ||||
Sale of 4,312,500 Founder Shares | $ 431 | 24,569 | 25,000 | |
Sale of 4,312,500 Founder Shares (in Shares) | 4,312,500 | |||
Net income (loss) | (1,000) | (1,000) | ||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,000) | 24,000 |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | |||
Net income (loss) | ||||
Balance at Mar. 31, 2021 | $ 431 | 24,281 | (1,000) | 23,712 |
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | |||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,000) | 24,000 |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | |||
Net proceeds from Initial Public Offering allocated to Rights | 3,845,970 | 3,845,970 | ||
Excess of cash received over fair value of private placement warrants | 4,161,500 | 4,161,500 | ||
Change in fair value of over-allotment option liability | 225,000 | 225,000 | ||
Accretion of Common Stock to possible redemption amount | (8,032,039) | (7,337,675) | (15,369,714) | |
Net income (loss) | (595,442) | (595,442) | ||
Balance at Dec. 31, 2021 | $ 431 | (7,709,117) | (7,708,686) | |
Balance (in Shares) at Dec. 31, 2021 | 4,312,500 | |||
Net income (loss) | 1,951,670 | 1,951,670 | ||
Balance at Mar. 31, 2022 | $ 431 | $ (5,757,447) | $ (5,757,016) | |
Balance (in Shares) at Mar. 31, 2022 | 4,312,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Parentheticals) | 6 Months Ended |
Dec. 31, 2020 shares | |
Common Stock | |
Sale of founder shares | 4,312,500 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 1,951,670 | $ (1,000) | $ (595,442) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Transaction costs allocated to warrant liabilities | 155,037 | |||
Net gain on investments held in Trust Account | (17,545) | (5,428) | ||
Change in fair value of warrant liabilities | (2,413,500) | (1,077,750) | ||
Change in fair value of over-allotment option liability | 225,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 28,874 | (73,865) | ||
Accounts payable | 24,710 | 153,601 | ||
Accrued expenses | (20,500) | 1,000 | 28,500 | |
Accrued expenses – related party | 30,000 | 53,333 | ||
Franchise tax payable | (73,233) | 97,200 | ||
Net cash used in operating activities | (489,524) | (1,039,814) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (174,225,000) | |||
Net cash used in investing activities | (174,225,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from promissory note – related party | 267,000 | 188,302 | ||
Repayment of promissory note – related party | (188,302) | |||
Payment to related party for cancellation of Founder Shares | (16,667) | |||
Proceeds from initial public offering, net of underwriter’s discount paid | 169,050,000 | |||
Proceeds from sale of private placement warrants | 7,175,000 | |||
Payment of offering costs | (466,281) | |||
Proceeds from sale of Founder Shares | 25,000 | 16,667 | ||
Net cash provided by financing activities | 267,000 | 25,000 | 175,758,719 | |
Net Change in Cash | (222,524) | 25,000 | 493,905 | |
Cash – Beginning of period | 518,905 | 25,000 | 25,000 | |
Cash – End of period | 296,381 | 25,000 | $ 25,000 | $ 518,905 |
Non-cash investing and financing activities: | ||||
Deferred offering costs included in accrued offering costs | $ 128,165 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CleanTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 18, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the three month periods ended March 31, 2022 and March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2021. On July 19, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per unit, generating gross proceeds of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants at a price of $1.00 per Private Placement Warrant in a private placement to CleanTech Sponsor (the “Sponsor”), and 2,166,667 warrants (together, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CleanTech Investments, an affiliate of the Sponsor (the “Co -sponsor The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45 -day -allotments -allotment -Allotment Simultaneously with the closing of the exercise of the over -allotment -Allotment Following the closing of the Initial Public Offering and the over -allotment -7 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 Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the certificate of incorporation provides that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering. Furthermore, in order for a public stockholder to have his, her or its shares redeemed for cash in connection with any proposed Business Combination, the Company may require that the public stockholders vote either in favor of or against a proposed Business Combination. If required to vote pursuant to the procedures specified in the proxy statement to stockholders relating to the Business Combination, and a public stockholder fails to vote in favor of or against the proposed Business Combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his, her or its shares of Common Stock redeemed to cash in connection with such Business Combination. The initial stockholders have agreed to waive their redemption rights with respect to any shares they own in connection with the consummation of the initial Business Combination, including their founder shares and public shares that they have purchased during or after the offering, if any. In addition, the initial stockholders have agreed to waive their rights to liquidating distributions with respect to its founder shares if the Company fails to consummate the initial Business Combination within 12 months (or up to 18 months, as applicable) from the closing of the offering. However, if the initial stockholders acquire public shares in or after the Initial Public Offering, they will be entitled to receive liquidating distributions with respect to such public shares if the Company fails to consummate the initial Business Combination within the required time period. If the Company does not complete a business combination within 12 months (or up to 18 months, as applicable) from the closing of this offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the Business Combination within the time period. In order to protect the amounts in the Trust Account, 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public 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 the 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On December 16, 2021, the Company entered into an Agreement and Plan of Merger, as amended on January 30 and June Preferred Stock. Convertible Notes. -Q-Tel Common Stock. Stock Options. Earnout Shares. -year -day (i) -half -year -weighted -day (ii) -quarter -year -weighted -day (iii) -quarter -year -weighted -day On or about December -acquired It is anticipated that upon completion of the Business Combination, CLAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 28.5% in the Combined Company, the PIPE Investment investors will own approximately 5.6% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 34.1% of the Combined Company), the Co -Sponsors The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) compliance with laws and permits, (e) taxes, (f) financial statements and internal controls, (g) real and personal property, (h) material contracts, (i) environmental matters, (j) absence of changes, (k) employee matters, (l) litigation, and (m) brokers and finders. The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for CleanTech and Nauticus to use reasonable best efforts to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of CleanTech, approvals of the restated certificate of incorporation, the share issuance under Nasdaq rules and the omnibus incentive plan. CleanTech has also agreed to include in the Proxy Statement the recommendation of its board that stockholders approve all of the proposals to be presented at the special meeting. CleanTech has agreed to approve and adopt a 2022 omnibus incentive plan (the “Incentive Plan”) to be effective as of the closing and in a form mutually acceptable to CleanTech and Nauticus. The Incentive Plan shall provide for an initial aggregate share reserve equal to 10% of the number of shares of CleanTech Common Stock on a fully diluted basis at the closing. Subject to approval of the Incentive Plan by CleanTech’s stockholders, CleanTech has agreed to file a Form S -8 Each of CleanTech and Nauticus has agreed that from the date of the Merger Agreement to the Effective Time or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party, or provide non -public The consummation of the Merger is conditioned upon, among other things, (i) receipt of the CleanTech stockholder approval and Nauticus stockholder approval, (ii) the expiration or termination of the waiting period under the Hart -Scott-Rodino -1 in connection with the transactions contemplated by the Merger Agreement, (C) the effective resignations of certain directors and executive officers of CleanTech, (D) the amount of Minimum Cash Condition (as defined in the Merger Agreement) being equal to or exceeding $50,000,000. Other Agreements The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Support Agreements In connection with the execution of the Merger Agreement, CleanTech Sponsor I LLC and CleanTech Investments, LLC (each, a “Sponsor,” and collectively, the “Co -Sponsors In addition, in connection with the execution of the Merger Agreement, certain stockholders of Nauticus owning approximately 88.8% of the voting power of Nauticus entered into a support agreement (the “Nauticus Support Agreement”) with CleanTech and Nauticus pursuant to which the stockholders agreed to vote all shares of Nauticus beneficially owned by them in favor of the Merger. Subscription Agreements In connection with the execution of the Merger Agreement, CleanTech entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of CleanTech Common Stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and CleanTech has agreed to sell to the Subscribers, an aggregate of 3,530,000 Securities Purchase Agreement In connection with the execution of the Merger Agreement, CleanTech and Nauticus entered into Securities Purchase Agreement with certain investors purchasing up to an aggregate of $40,000,000 in principal amount of Debentures and Warrants. The number of shares of Common Stock into which the Debentures are convertible is equal to 120% of the aggregate issued amount of the Debentures divided by the conversion price of $15.00, and the number of shares of Common Stock into which the associated Warrants are exercisable is equal to 120% of the outstanding principal amount of the Debentures divided by the conversion price, with an exercise price equal to $20.00, subject to adjustment (“Debt Financing”). The obligations to consummate the transactions contemplated by the Securities Purchase Agreement are conditioned upon, among other things, customary closing conditions and all conditions precedent to the Merger set forth in the Merger Agreement shall have been satisfied or waived. Amended and Restated Registration Rights Agreement In connection with the Closing, Nauticus, CleanTech and certain stockholders of each of Nauticus and CleanTech who will receive shares of CleanTech Common Stock pursuant to the Merger Agreement, will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”) mutually agreeable to CleanTech and Nauticus, which will become effective upon the consummation of the Merger. Lock-up Agreement and Arrangements In connection with the Closing, the Sponsors and certain Nauticus stockholders will enter into a lock -up -Up -up (i) -Up (ii) (iii) -Up -up -Up Under the Sponsor Lock -up -Up -up -up Under the Company Lock -up -Up -up -up -up -Up -Up Director Nomination Agreement In connection with the Closing, CleanTech, the Sponsors and Nauticus will enter into a Director Nomination Agreement (the “Director Nomination Agreement”) pursuant to which CleanTech will agree to nominate an individual designated by the Sponsors to the Board of Directors of the Combined Company, effective as of immediately prior to the Closing. Director Designation Agreement In connection with the execution of the Merger Agreement, CleanTech, Nauticus and certain Nauticus stockholders entered into a director designation agreement with Transocean, Inc. (“Transocean”) to take all necessary action to cause a member designated by Transocean (the “Transocean Designee”) to remain on, or otherwise be appointed to, the Board, from and after the effective time of the Merger, as a Class III member of the Board, for an initial term expiring at the third annual meeting following the date of the Second Amended and Restated Certificate of Incorporation to be adopted in connection with the Merger. Indemnification Agreements In connection with the Closing, CleanTech has agreed to enter into customary indemnification agreements, in form and substance reasonably acceptable to CleanTech and Nauticus, with the individuals who will be nominated and, subject to stockholder approval, elected to CleanTech’s board of directors effective as of the Closing. Going Concern Consideration As of March 31, 2022, the Company had $296,381 in cash held outside of the Trust Account and working capital deficit of $220,239. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly -owned Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CleanTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 18, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2021. On July 19, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Common Stock included in the Units sold, the “Public Shares”), at $10.00 per unit, generating gross proceeds of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants at a price of $1.00 per Private Placement Warrant in a private placement to CleanTech Sponsor (the “Sponsor”), and 2,166,667 warrants (together, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CleanTech Investments, an affiliate of the Sponsor (the “Co -sponsor The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45 -day -allotments -allotment -Allotment Simultaneously with the closing of the exercise of the over -allotment -Allotment Following the closing of the Initial Public Offering and the over -allotment -7 Transaction costs related to the issuances described above amounted to $3,916,281, consisting of $3,450,000 of underwriting fees and $466,281 of other costs. 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 Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the certificate of incorporation provides that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the initial public offering. Furthermore, in order for a public stockholder to have his, her or its shares redeemed for cash in connection with any proposed Business Combination, the Company may require that the public stockholders vote either in favor of or against a proposed Business Combination. If required to vote pursuant to the procedures specified in the proxy statement to stockholders relating to the Business Combination, and a public stockholder fails to vote in favor of or against the proposed Business Combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his, her or its shares of Common Stock redeemed to cash in connection with such Business Combination. The initial stockholders have agreed to waive their redemption rights with respect to any shares they own in connection with the consummation of the initial Business Combination, including their founder shares and public shares that they have purchased during or after the offering, if any. In addition, the initial stockholders have agreed to waive their rights to liquidating distributions with respect to its founder shares if the Company fails to consummate the initial Business Combination within 12 months (or up to 18 months, as applicable) from the closing of the offering. However, if the initial stockholders acquire public shares in or after the Initial Public Offering, they will be entitled to receive liquidating distributions with respect to such public shares if the Company fails to consummate the initial Business Combination within the required time period. If the Company does not complete a business combination within 12 months (or up to 18 months, as applicable) from the closing this offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the Business Combination within the time period. In order to protect the amounts in the Trust Account, 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public 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 the 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On December 16, 2021, the Company entered into an Agreement and Plan of Merger, as amended on January 30 and June Preferred Stock. Convertible Notes. -Q-Tel Common Stock. Stock Options. Earnout Shares. -year -day (i) -half -year -weighted -day (ii) -quarter -year -weighted -day (iii) -quarter -year -weighted -day On or about December -acquired only purchaser and has subscribed for Debentures in the an aggregate principal amount of $37,959,184 which is convertible into 3,036,735 It is anticipated that upon completion of the Business Combination, CLAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 28.5% in the Combined Company, the PIPE Investment investors will own approximately 5.6% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 34.1% of the Combined Company), the Co -Sponsors The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) compliance with laws and permits, (e) taxes, (f) consolidated financial statements and internal controls, (g) real and personal property, (h) material contracts, (i) environmental matters, (j) absence of changes, (k) employee matters, (l) litigation, and (m) brokers and finders. The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for CleanTech and Nauticus to use reasonable best efforts to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of CleanTech, approvals of the restated certificate of incorporation, the share issuance under Nasdaq rules and the omnibus incentive plan. CleanTech has also agreed to include in the Proxy Statement the recommendation of its board that stockholders approve all of the proposals to be presented at the special meeting. CleanTech has agreed to approve and adopt a 2022 omnibus incentive plan (the “Incentive Plan”) to be effective as of the closing and in a form mutually acceptable to CleanTech and Nauticus. The Incentive Plan shall provide for an initial aggregate share reserve equal to 10% of the number of shares of CleanTech Common Stock on a fully diluted basis at the closing. Subject to approval of the Incentive Plan by CleanTech’s stockholders, CleanTech has agreed to file a Form S -8 Each of CleanTech and Nauticus has agreed that from the date of the Merger Agreement to the Effective Time or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party, or provide non -public The consummation of the Merger is conditioned upon, among other things, (i) receipt of the CleanTech stockholder approval and Nauticus stockholder approval, (ii) the expiration or termination of the waiting period under the Hart -Scott-Rodino statute, rule or regulation enjoining or prohibiting the consummation of the Transactions, (iv) the effectiveness of the Registration Statement under the Securities Act, (v) CleanTech having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51 -1 Other Agreements The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Support Agreements In connection with the execution of the Merger Agreement, CleanTech Sponsor I LLC and CleanTech Investments, LLC (each, a “Sponsor,” and collectively, the “Co -Sponsors In addition, in connection with the execution of the Merger Agreement, certain stockholders of Nauticus owning approximately 88.8% of the voting power of Nauticus entered into a support agreement (the “Nauticus Support Agreement”) with CleanTech and Nauticus pursuant to which the stockholders agreed to vote all shares of Nauticus beneficially owned by them in favor of the Merger. Subscription Agreements In connection with the execution of the Merger Agreement, CleanTech entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of CleanTech Common Stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and CleanTech has agreed to sell to the Subscribers, an aggregate of 3,530,000 Securities Purchase Agreement In connection with the execution of the Merger Agreement, CleanTech and Nauticus entered into Securities Purchase Agreement with certain investors purchasing up to an aggregate of $40,000,000 in principal amount of Debentures and Warrants. The number of shares of Common Stock into which the Debentures are convertible is equal to 120% of the aggregate issued amount of the Debentures divided by the conversion price of $15.00, and the number of shares of Common Stock into which the associated Warrants are exercisable is equal to 10% of the outstanding principal amount of the Debentures divided by the conversion price, with an exercise price equal to $20.00, subject to adjustment (“Debt Financing”). The obligations to consummate the transactions contemplated by the Securities Purchase Agreement are conditioned upon, among other things, customary closing conditions and all conditions precedent to the Merger set forth in the Merger Agreement shall have been satisfied or waived. Amended and Restated Registration Rights Agreement In connection with the Closing, Nauticus, CleanTech and certain stockholders of each of Nauticus and CleanTech who will receive shares of CleanTech Common Stock pursuant to the Merger Agreement, will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”) mutually agreeable to CleanTech and Nauticus, which will become effective upon the consummation of the Merger. Lock-up Agreement and Arrangements In connection with the Closing, the Sponsors and certain Nauticus stockholders will enter into a lock -up -Up -up (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of CleanTech Common Stock received as merger consideration and held by it immediately after the Effective Time (the “Lock -Up (ii) enter into transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares, whether any of these transactions are to be settled by delivery of such shares, in cash or otherwise; or (iii) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any “Short Sales” (as defined in the Sponsor Lock -Up -up -Up Under the Sponsor Lock -up -Up -up -up Under the Company Lock -up -Up -up -up without limitation, securities acquired in the PIPE or in open market transactions); or (6) in the case of Angela Berka (or Reginald Berka with respect to any community, marital or similar interest he may have in the following shares), the transfer of up to 1,000,000 -up -Up -Up Director Nomination Agreement In connection with the Closing, CleanTech, the Sponsors and Nauticus will enter into a Director Nomination Agreement (the “Director Nomination Agreement”) pursuant to which CleanTech will agree to nominate an individual designated by the Sponsors to the Board of Directors of the combined company, effective as of immediately prior to the Closing. Director Designation Agreement In connection with the execution of the Merger Agreement, CleanTech, Nauticus and certain Nauticus stockholders entered into a director designation agreement with Transocean, Inc. (“Transocean”) to take all necessary action to cause a member designated by Transocean (the “Transocean Designee”) to remain on, or otherwise be appointed to, the Board, from and after the effective time of the Merger, as a Class III member of the Board, for an initial term expiring at the third annual meeting following the date of the Second Amended and Restated Certificate of Incorporation to be adopted in connection with the Merger. Indemnification Agreements In connection with the Closing, CleanTech has agreed to enter into customary indemnification agreements, in form and substance reasonably acceptable to CleanTech and Nauticus, with the individuals who will be nominated and, subject to stockholder approval, elected to CleanTech’s board of directors effective as of the Closing. Going Concern Consideration As of December 31, 2021, the Company had $518,905 in cash held outside of the Trust Account and working capital of $259,136. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly -owned Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10 -K 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 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 Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. Interest and dividend income on these securities is included in net gain on investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Common Stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Common Stock (including Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Common Stock are classified as stockholders’ equity. The Company’s Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 17,250,000 Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to redemption amount, which resulted in charges against additional paid -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the common stock reflected in the consolidated condensed balance sheet is reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (6,037,500 ) Proceeds allocated to Public Rights (3,934,879 ) Issuance costs allocated to common stock (3,672,335 ) Plus: Accretion of carrying value to redemption value 15,369,714 Common stock subject to possible redemption $ 174,225,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Derivative Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 -current -cash For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -traded -cash -Scholes 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 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has no expectation of a change in the above for a period of time within one year after the date that the condensed consolidated financial statements are issued. Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net earnings by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2022 2021 Basic and diluted net income per share: Numerator: Net income $ 1,951,670 $ — Denominator Basic weighted average shares outstanding 21,562,500 4,312,500 Basic net income per share of common stock $ 0.09 $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 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 Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying consolidated statements of operations. Interest and dividend income on these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Common Stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (6,037,500 ) Proceeds allocated to Public Rights (3,934,879 ) Issuance costs allocated to common stock (3,672,335 ) Plus: Accretion of carrying value to redemption value 15,369,714 Common stock subject to possible redemption $ 174,225,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering Derivative Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -traded -cash -Scholes 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 -valued -current -cash Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020. 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 has no expectation of a change in the above for a period of time within one year after the date that the consolidated financial statements are issued. Net Loss Per Share of Common Stock Net loss per share of Common Stock is computed by dividing net earnings by the weighted -average -allotment -dilutive The following table reflects the calculation of basic and diluted net loss per share of Common Stock (in dollars, except per share amounts): For the year For the Basic and diluted net loss per share: Numerator: Net loss $ (595,442 ) $ (1,000 ) Denominator: Basic weighted average shares outstanding 11,781,678 3,750,000 Basic net loss per share of Common Stock $ (0.05 ) $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Proposed Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering which was consummated on July 19, 2021, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one right entitling the holder thereof to receive one -twentieth -half On July 26, 2021, the underwriters fully exercised the over -allotment -Allotment | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering which was consummated on July 19, 2021, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Common Stock, $0.0001 par value, one right entitling the holder thereof to receive one -twentieth -half On July 26, 2021, the underwriters fully exercised the over -allotment -Allotment |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Co -Sponsor -Allotment | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Co -Sponsor Simultaneously with the sale of Over -Allotment |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In July 2020, the Sponsor was issued 5,000,000 -for-1 -allotment -converted On February 16, 2021, CleanTech Sponsor paid $16,667 to the Company, which amount was paid to CleanTech Investments LLC to cancel 4,791,667 of its Founder Shares that it previously held and immediately thereafter the Company issued 4,791,667 Founders Shares to CleanTech Sponsor. As a result, CleanTech Sponsor owns 4,791,667 Founders Shares and CleanTech Investments LLC owns 2,395,833 Founder Shares. CleanTech Sponsor and CleanTech Investments LLC will both participate in the purchase of the Private Warrants based their pro rata ownership of Founder Shares. In June 2021, CleanTech Sponsor and CleanTech Investments forfeited for no consideration 1,916,667 founder shares and 958,333 founder shares, respectively, which the Company cancelled, resulting in a decrease in the total number of founder shares outstanding from 7,187,500 -allotment -share The underwriter exercised the over -allotment Administrative Services Agreement The Company entered into an agreement, commencing on the July 14, 2021, to pay Chardan Capital Markets, LLC up to $10,000 per month for office space, administrative and support services. The total amounts of administrative service fees accrued for the three months ended March 31, 2022 and 2021 were $30,000 and $0, respectively. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On March 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non -interest On March 23, 2022, the Company entered into a Promissory Note with the Sponsor (the “Second Promissory Note”) to which the Company could borrow up to an aggregate of $267,000. The Second Promissory Note is non -interest Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsor, Co -Sponsor Related Party Extension Loans The Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, without the need for a separate stockholder vote, is for the Company’s initial stockholders or their affiliates or designees, upon five days’ advance notice prior to the application deadline, to deposit into the trust account $1,500,000 or $1,725,000 if the underwriters’ over -allotment -allotment -interest | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In July 2020, the Sponsor was issued 5,000,000 -for-1 -allotment -converted On February 16, 2021, CleanTech Sponsor paid $16,667 to the Company, which amount was paid to CleanTech Investments LLC to cancel 4,791,667 of its Founder Shares that it previously held and immediately thereafter the Company issued 4,791,667 Founders Shares to CleanTech Sponsor. As a result, CleanTech Sponsor owns 4,791,667 Founders Shares and CleanTech Investments LLC owns 2,395,833 Founder Shares. CleanTech Sponsor and CleanTech Investments LLC will both participate in the purchase of the Private Warrants based their pro rata ownership of Founder Shares. In June 2021, CleanTech Sponsor and CleanTech Investments forfeited for no consideration 1,916,667 founder shares and 958,333 founder shares, respectively, which the Company cancelled, resulting in a decrease in the total number of founder shares outstanding from 7,187,500 -allotment -share The underwriter exercised the over -allotment Administrative Services Agreement The Company entered into an agreement, commencing on the July 14, 2021, to pay Chardan Capital Markets, LLC up to $10,000 per month for office space, administrative and support services. The total amounts of administrative service fees incurred and outstanding for the year ended December 31, 2021 were $53,333. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On March 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non -interest Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsor, Co -Sponsor Related Party Extension Loans The Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 -allotment -allotment -interest |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Agreement Pursuit to a registration rights agreement entered into on July 14, 2021, the holders of insider shares issued and outstanding, as well as the holders of the private warrants (and all underlying securities), will be entitled to registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. In addition, the holders have certain “piggy -back Underwriter’s Agreement The Company granted the underwriter a 45 -day -allotments -allotment In connection with the closing of the Initial Public Offering and subsequent exercise of the over -allotment Business Combination Marketing Agreement The Company engaged Chardan Capital Markets, LLC as an advisor in connection with the initial Business Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay Chardan Capital Markets, LLC a marketing fee for such services upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, including any proceeds from the full or partial exercise of the underwriters’ over -allotment | NOTE 6. COMMITMENTS Registration and Stockholder Rights Agreement Pursuit to a registration rights agreement entered into on July 14, 2021, the holders of insider shares issued and outstanding, as well as the holders of the private warrants (and all underlying securities), will be entitled to registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of the initial public offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. In addition, the holders have certain “piggy -back Underwriter’s Agreement The Company granted the underwriter a 45 -day -allotments -allotment In connection with the closing of the Initial Public Offering and subsequent exercise of the over -allotment Business Combination Marketing Agreement The Company engaged Chardan Capital Markets, LLC as an advisor in connection with the initial Business Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay Chardan Capital Markets, LLC a marketing fee for such services upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the initial public offering, including any proceeds from the full or partial exercise of the underwriters’ over -allotment |
Warrants Liabilities
Warrants Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrants Disclosure [Abstract] | ||
WARRANTS LIABILITIES | NOTE 7. WARRANTS LIABILITIES As of March 31, 2022 and December 31, 2021, there were 15,800,000 (including 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants) warrants outstanding. Each whole public warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per whole share, subject to adjustment as described below, at any time commencing on the later of one year after the closing of the Initial Public Offering or the consummation of an initial Business Combination. However, no public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the public warrants is not effective within 120 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five The private warrants will be identical to the public warrants underlying the units being offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant: • • • -day • -day The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise the option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of the common shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. In addition, if the Company issues additional shares of common stock or equity -linked The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Except as described above, no public warrants will be exercisable for cash, and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants, and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited, and the warrants may expire worthless. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. The Company accounts for the 15,800,000 warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815 -40 The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This warrant liabilities are subject to re -measurement -measurement | NOTE 7. WARRANTS As of December 31, 2021 and December 31, 2020, there were 15,800,000 (including 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants) and no warrants outstanding, respectively. Each whole public warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per whole share, subject to adjustment as described below, at any time commencing on the later of one year after the closing of the initial public offering or the consummation of an initial Business Combination. However, no public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the public warrants is not effective within 120 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five The private warrants will be identical to the public warrants underlying the units being offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant: • • • -day • -day The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise the option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of the common shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. In addition, if the Company issues additional shares of Common Stock or equity -linked The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of Common Stock and any voting rights until they exercise their warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Except as described above, no public warrants will be exercisable for cash, and the Company will not be obligated to issue shares of Common Stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of Common Stock issuable upon exercise of the warrants is current and the shares of Common Stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use best efforts to meet these conditions and to maintain a current prospectus relating to the shares of Common Stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of Common Stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants, and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of Common Stock issuable upon the exercise of the warrants is not current or if the Common Stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited, and the warrants may expire worthless. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder. The Company accounts for the 15,800,000 warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815 -40 The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This warrant liabilities are subject to re -measurement -measurement |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock Common stock Holders of record of common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the Initial Public Offering, including both the insider shares and any shares acquired in the Initial Public Offering or following the Initial Public Offering in the open market, in favor of the proposed Business Combination. Rights -twentieth -business -twentieth enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as -converted The Company will not issue fractional shares in connection with an exchange of rights. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. | NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock Common Stock -allotment -allotment Holders of record of Common Stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, insiders, officers and directors, have agreed to vote their respective shares of Common Stock owned by them immediately prior to the initial public offering, including both the insider shares and any shares acquired in the initial public offering or following the initial public offering in the open market, in favor of the proposed Business Combination. Rights -twentieth -business -twentieth issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares of Common Stock will receive in the transaction on an as -converted The Company will not issue fractional shares in connection with an exchange of rights. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets (liabilities) as of December 31, 2021 is as follows: Deferred tax assets: Start-up costs $ 252,290 Net operating loss carryforwards 20,412 Total deferred tax assets 272,702 Valuation allowance (271,562 ) Deferred tax liabilities: Unrealized gain on investments (1,140 ) Total deferred tax liabilities (1,140 ) Deferred tax assets, net of allowance $ — The income tax provision for the year ended December 31, 2021 consists of the following: Federal Current $ — Deferred (271,562 ) State Current — Deferred — Change in valuation allowance 271,562 Income tax provision $ — As of December 31, 2021, the Company has available U.S. federal operating loss carry forwards of approximately $990,823 that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the valuation allowance was $271,562. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative warrant liabilities 61.1 % Non-deductible transaction costs (8.8 )% Change in valuation allowance (73.3 )% Income tax provision 0.0 % Deferred tax assets were deemed to be de minimis as of December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 174,247,973 $ 174,247,973 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 3,622,500 $ 3,622,500 $ — $ — Warrant liabilities – Private Placement Warrants $ 1,937,250 $ — $ — $ 1,937,250 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 174,230,428 $ 174,230,428 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 5,175,000 $ 5,175,000 $ — $ — Warrant liabilities – Private Placement Warrants $ 2,798,250 $ — $ — $ 2,798,250 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants, and the publicly -traded The Company utilizes a Black -Scholes -Scholes -price -free -free on the U.S. Treasury zero -coupon Transfers to/from Levels The following table provides the significant inputs to the Black -Scholes As of 2022 As of December 31, 2021 Stock price $ 10.05 $ 9.96 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100.0 % 100.0 % Dividend yield — % — % Term (in years) 4.3 4.6 Volatility 4.9 % 8.7 % Risk-free rate 2.4 % 1.2 % Discount for lack of marketability — % — % Fair value of warrants $ 0.27 $ 0.39 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 7,980,000 Initial measurement of over-allotment warrants 1,071,000 Transfer of Public Warrants to Level 1 measurement (5,175,000 ) Change in fair value (1,077,750 ) Fair value as of December 31, 2021 2,798,250 Change in fair value (861,000 ) Fair value as of March 31, 2022 $ 1,937,250 The Company recognized losses in connection with the change in the fair value of warrant liabilities of $2,413,500 and $0 in the unaudited condensed consolidated statements of operations during the three months ended March 31, 2022 and March 31, 2021, respectively. | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 174,230,428 $ 174,230,428 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 5,175,000 $ 5,175,000 $ — $ — Warrant liabilities – Private Placement Warrants $ 2,798,250 $ — $ — $ 2,798,250 The Company did not have any assets or liabilities measured at fair value as of December 31, 2020. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants, and the publicly -traded The Company utilizes a Black -Scholes -Scholes -price -free -free -coupon Transfers to/from Levels The following table provides the significant inputs to the Black -Scholes As of Stock price $ 9.96 Strike price $ 11.50 Probability of completing a Business Combination 100.0 % Dividend yield — % Term (in years) 4.6 Volatility 8.7 % Risk-free rate 1.2 % Fair value of warrants $ 0.39 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 7,980,000 Initial measurement of over-allotment warrants 1,071,000 Transfer of Public Warrants to Level 1 measurement (5,175,000 ) Change in fair value (1,077,750 ) Fair value as of December 31, 2021 $ 2,798,250 The Company recognized gains in connection with the change in the fair value of warrant liabilities of $1,077,750 in the consolidated financial consolidated statements of operations during the year ended December 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than those items disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On May 5, 2022, the Company entered into a Promissory Note with the Sponsor (the “Third Promissory Note”) to which the Company could borrow up to an aggregate of $133,000. The Third Promissory Note is non -interest | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than Amendment No. 1 to the Merger Agreement, as described in Note 1, and those items disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On February 11, 2022, the Company entered into an agreement with an investment bank (the “A Capital Markets Advisor”) for advisory services such as analyzing, structuring, negotiating, and effecting the potential Business Combination. In exchange for such services, the Company will pay the A Capital Markets Advisor a cash advisory fee of $350,000 which is payable upon the closing of the potential Business Combination, or six months following the termination of the agreement. On February 28, 2022, the Company entered into an agreement with an investment bank (the “B Capital Markets Advisor”) for advisory services such as capital raising strategies and alternatives, review of business model and financial conditions, and non -deal -refundable On March 23, 2022, the Company entered into a Promissory Note with the Sponsor (the “Promissory Note”) to which the Company could borrow up to an aggregate of $267,000. The Promissory Note is non -interest |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10 -K | Basis of Presentation The accompanying consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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 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 | 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 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 |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. Interest and dividend income on these securities is included in net gain on investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. | Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying consolidated statements of operations. Interest and dividend income on these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Common Stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Common Stock (including Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Common Stock are classified as stockholders’ equity. The Company’s Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 17,250,000 Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to redemption amount, which resulted in charges against additional paid -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the common stock reflected in the consolidated condensed balance sheet is reconciled in the following table: | Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Common Stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (6,037,500 ) Proceeds allocated to Public Rights (3,934,879 ) Issuance costs allocated to common stock (3,672,335 ) Plus: Accretion of carrying value to redemption value 15,369,714 Common stock subject to possible redemption $ 174,225,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 -current -cash For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -traded -cash -Scholes | Derivative Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -traded -cash -Scholes 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 -valued -current -cash |
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 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has no expectation of a change in the above for a period of time within one year after the date that the condensed consolidated financial statements are issued. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020. 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 has no expectation of a change in the above for a period of time within one year after the date that the consolidated financial statements are issued. |
Net Income (Loss) Per Share of Common Stock | Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net earnings by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2022 2021 Basic and diluted net income per share: Numerator: Net income $ 1,951,670 $ — Denominator Basic weighted average shares outstanding 21,562,500 4,312,500 Basic net income per share of common stock $ 0.09 $ 0.00 | Net Loss Per Share of Common Stock Net loss per share of Common Stock is computed by dividing net earnings by the weighted -average -allotment -dilutive The following table reflects the calculation of basic and diluted net loss per share of Common Stock (in dollars, except per share amounts): For the year For the Basic and diluted net loss per share: Numerator: Net loss $ (595,442 ) $ (1,000 ) Denominator: Basic weighted average shares outstanding 11,781,678 3,750,000 Basic net loss per share of Common Stock $ (0.05 ) $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts 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 Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of common stock reflected in the balance sheet are reconciled | Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (6,037,500 ) Proceeds allocated to Public Rights (3,934,879 ) Issuance costs allocated to common stock (3,672,335 ) Plus: Accretion of carrying value to redemption value 15,369,714 Common stock subject to possible redemption $ 174,225,000 | Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (6,037,500 ) Proceeds allocated to Public Rights (3,934,879 ) Issuance costs allocated to common stock (3,672,335 ) Plus: Accretion of carrying value to redemption value 15,369,714 Common stock subject to possible redemption $ 174,225,000 |
Schedule of basic and diluted net income (loss) per common share | For the Three Months Ended March 31, 2022 2021 Basic and diluted net income per share: Numerator: Net income $ 1,951,670 $ — Denominator Basic weighted average shares outstanding 21,562,500 4,312,500 Basic net income per share of common stock $ 0.09 $ 0.00 | For the year For the Basic and diluted net loss per share: Numerator: Net loss $ (595,442 ) $ (1,000 ) Denominator: Basic weighted average shares outstanding 11,781,678 3,750,000 Basic net loss per share of Common Stock $ (0.05 ) $ (0.00 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets (liabilities) | Deferred tax assets: Start-up costs $ 252,290 Net operating loss carryforwards 20,412 Total deferred tax assets 272,702 Valuation allowance (271,562 ) Deferred tax liabilities: Unrealized gain on investments (1,140 ) Total deferred tax liabilities (1,140 ) Deferred tax assets, net of allowance $ — |
Schedule income tax provision | Federal Current $ — Deferred (271,562 ) State Current — Deferred — Change in valuation allowance 271,562 Income tax provision $ — |
Schedule of federal income tax rate | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative warrant liabilities 61.1 % Non-deductible transaction costs (8.8 )% Change in valuation allowance (73.3 )% Income tax provision 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value hierarchy of valuation inputs | Description Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 174,247,973 $ 174,247,973 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 3,622,500 $ 3,622,500 $ — $ — Warrant liabilities – Private Placement Warrants $ 1,937,250 $ — $ — $ 1,937,250 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 174,230,428 $ 174,230,428 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 5,175,000 $ 5,175,000 $ — $ — Warrant liabilities – Private Placement Warrants $ 2,798,250 $ — $ — $ 2,798,250 | Description Amount at Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 174,230,428 $ 174,230,428 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 5,175,000 $ 5,175,000 $ — $ — Warrant liabilities – Private Placement Warrants $ 2,798,250 $ — $ — $ 2,798,250 |
Schedule of the black-scholes option model for the private placement warrants | As of 2022 As of December 31, 2021 Stock price $ 10.05 $ 9.96 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100.0 % 100.0 % Dividend yield — % — % Term (in years) 4.3 4.6 Volatility 4.9 % 8.7 % Risk-free rate 2.4 % 1.2 % Discount for lack of marketability — % — % Fair value of warrants $ 0.27 $ 0.39 | As of Stock price $ 9.96 Strike price $ 11.50 Probability of completing a Business Combination 100.0 % Dividend yield — % Term (in years) 4.6 Volatility 8.7 % Risk-free rate 1.2 % Fair value of warrants $ 0.39 |
Schedule of financial instruments that are measured at fair value on a recurring basis | Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 7,980,000 Initial measurement of over-allotment warrants 1,071,000 Transfer of Public Warrants to Level 1 measurement (5,175,000 ) Change in fair value (1,077,750 ) Fair value as of December 31, 2021 2,798,250 Change in fair value (861,000 ) Fair value as of March 31, 2022 $ 1,937,250 | Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 7,980,000 Initial measurement of over-allotment warrants 1,071,000 Transfer of Public Warrants to Level 1 measurement (5,175,000 ) Change in fair value (1,077,750 ) Fair value as of December 31, 2021 $ 2,798,250 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 14, 2021 | Jul. 28, 2021 | Jul. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 16, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Gross proceeds (in Dollars) | $ 675,000 | |||||
Warrant per share (in Dollars per share) | $ 1 | |||||
Transaction costs (in Dollars) | $ 3,916,281 | |||||
Cash underwriting fees (in Dollars) | 3,450,000 | |||||
Other cost (in Dollars) | $ 466,281 | |||||
Percentage of fair market value | 80% | 80% | ||||
Aggregate of public shares | 20% | 20% | ||||
Redeem outstanding shares, percentage | 100% | 100% | ||||
Public share price (in Dollars per share) | $ 10.1 | $ 10.1 | ||||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | ||||
Additional shares of common stock | 7,500,000 | 7,500,000 | ||||
Merger agreement, description | -half of the Escrow Shares will be released if, within a 5-year period following the signing date of the Merger Agreement, the volume-weighted average price of the Combined Company Common Stock equals or exceeds $15.00 per share over any 20 trading days within a 30-day trading period;(ii) one-quarter of the Escrow Shares will be released if, within a 5-year period following the signing date of the Merger Agreement, the volume-weighted average price of the Combined Company Common Stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and(iii) one-quarter of the Escrow Shares will be released if, within a 5-year period following the signing date of the Merger Agreement, the volume-weighted average price of the Combined Company Common Stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. | -half of the Escrow Shares will be released if, within a 5-year period following the signing date of the Merger Agreement, the volume-weighted average price of the Combined Company Common Stock equals or exceeds $15.00 per share over any 20 trading days within a 30-day trading period;(ii) one-quarter of the Escrow Shares will be released if, within a 5-year period following the signing date of the Merger Agreement, the volume-weighted average price of the Combined Company Common Stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and(iii) one-quarter of the Escrow Shares will be released if, within a 5-year period following the signing date of the Merger Agreement, the volume-weighted average price of the Combined Company Common Stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. | ||||
Aggregate common stock shares | 3,530,000 | |||||
Aggregate common stock per share (in Dollars per share) | $ 10 | |||||
Aggregate common stock (in Dollars) | $ 35,300,000 | |||||
Principal amount (in Dollars) | $ 40,000,000 | |||||
Debt instruments rate, description | The number of shares of common stock into which the Debentures are convertible is equal to 120% of the outstanding principal amount of the Debentures divided by the conversion price of $15.00, and the number of shares of common stock into which the associated warrants are exercisable is equal to 120% of the outstanding principal amount of the Debentures divided by the conversion price, with an exercise price equal to $20, subject to adjustment (the “Debt Financing,” and together with the Equity Financing, the “PIPE Investment”). There will be an original issue discount of 2% from the issued amount of the Debentures. Interest will accrue on all outstanding principal amount of the Debentures at 5% per annum, payable quarterly. The Debentures will be secured by first priority interests, and liens on, all present and after-acquired assets of the Combined Company, and will mature on the fourth anniversary of the date of issuance. | The number of shares of common stock into which the Debentures are convertible is equal to 120% of the outstanding principal amount of the Debentures divided by the conversion price of $15.00, and the number of shares of common stock into which the associated warrants are exercisable is equal to 120% of the outstanding principal amount of the Debentures divided by the conversion price, with an exercise price equal to $20, subject to adjustment (the “Debt Financing,” and together with the Equity Financing, the “PIPE Investment”). There will be an original issue discount of 2% from the issued amount of the Debentures. Interest will accrue on all outstanding principal amount of the Debentures at 5% per annum, payable quarterly. The Debentures will be secured by first priority interests, and liens on, all present and after-acquired assets of the Combined Company, and will mature on the fourth anniversary of the date of issuance. | ||||
Aggregate principal amount (in Dollars) | $ 37,959,184 | |||||
Convertible shares | 3,036,735 | 3,036,735 | ||||
Additional shares | 3,036,735 | 3,036,735 | ||||
Aggregate shares reserve equal | 10% | 10% | ||||
Net tangible assets (in Dollars) | $ 5,000,001 | $ 5,000,001 | ||||
Exceeding amount (in Dollars) | $ 50,000,000 | |||||
Percentage of voting power | 88.80% | 88.80% | ||||
Subscription aggregate common stock | 3,530,000 | |||||
Common stock purchase per share (in Dollars per share) | $ 10 | |||||
Aggregate purchase price (in Dollars) | $ 35,300,000 | |||||
Weighted average price of shares (in Dollars per share) | $ 13 | $ 13 | ||||
Shares of lock-up shares | 1,000,000 | 1,000,000 | ||||
Trust account cash (in Dollars) | $ 296,381 | $ 518,905 | ||||
Working capital deficit (in Dollars) | 220,239 | $ 259,136 | ||||
Cash condition (in Dollars) | $ 50,000,000 | |||||
Aggregate purchase price (in Dollars) | 22,500,000 | |||||
Preferred Stock [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Aggregate of common stock, shares issued | 15,062,524 | 15,062,524 | ||||
Common Stock [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Aggregate of common stock, shares issued | 9,669,216 | 9,669,216 | ||||
Stock Option [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Aggregate of common stock, shares issued | 4,055,704 | 4,055,704 | ||||
CleanTech Sponsor [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of warrants | 2,166,667 | |||||
Securities Purchase Agreement [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Aggregate of principal amount (in Dollars) | $ 40,000,000 | $ 40,000,000 | ||||
Outstanding principal amount percenatge | 120% | 120% | ||||
Conversion price (in Dollars per share) | $ 15 | $ 15 | ||||
Outstanding principal amount percenatge | 120% | 10% | ||||
Exercise price (in Dollars per share) | $ 20 | $ 20 | ||||
Subscription Agreements [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Additional shares of common stock | 3,530,000 | |||||
Purchase price, per price (in Dollars per share) | $ 10 | |||||
Aggregate purchase price (in Dollars) | $ 35,300,000 | |||||
Initial Public Offering [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Initial public offering units | 15,000,000 | |||||
Share price, per share (in Dollars per share) | $ 10 | |||||
Gross proceeds (in Dollars) | $ 150,000,000 | |||||
Sale of warrants | 4,333,333 | |||||
Purchased additional units | 2,250,000 | 2,250,000 | ||||
Net proceeds of sale of public units (in Dollars) | $ 174,225,000 | $ 174,225,000 | ||||
Private Placement Warrants [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Gross proceeds (in Dollars) | $ 6,500,000 | |||||
Sale of warrants | 6,500,000 | |||||
Price, per unit (in Dollars per share) | $ 1 | |||||
Warrant per share (in Dollars per share) | $ 1 | |||||
Purchase per share (in Dollars per share) | $ 1 | |||||
Over-Allotment Option [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of warrants | 675,000 | |||||
Purchased additional units | 2,250,000 | |||||
Generating gross proceeds (in Dollars) | $ 22,500,000 | |||||
Business Combination [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Percentage of acquires voting securities | 50% | 50% | ||||
Net tangible assets (in Dollars) | $ 5,000,001 | $ 5,000,001 | ||||
Business combination, description | It is anticipated that upon completion of the Business Combination, CLAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 28.5% in the Combined Company, the PIPE Investment investors will own approximately 5.6% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 34.1% of the Combined Company), the Co-Sponsors, officers, directors and other holders of founder shares will retain an ownership interest of approximately 6.8% of the Combined Company and the Nauticus stockholders will own approximately 59.1% (including the 7,500,000 Earnout Shares) of the Combined Company. | It is anticipated that upon completion of the Business Combination, CLAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 28.5% in the Combined Company, the PIPE Investment investors will own approximately 5.6% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 34.1% of the Combined Company), the Co-Sponsors, officers, directors and other holders of founder shares will retain an ownership interest of approximately 6.8% of the Combined Company and the Nauticus stockholders will own approximately 59.1% (including the 7,500,000 Earnout Shares) of the Combined Company. | ||||
Weighted average price of shares (in Dollars per share) | $ 13 | $ 13 | ||||
Convertible Notes [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Aggregate of common stock, shares issued | 5,299,543 | 5,299,543 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to possible redemption (in Shares) | 17,250,000 | 17,250,000 |
Incurred offering costs | $ 3,916,281 | $ 3,916,281 |
Underwriting discount amount | 3,450,000 | 3,450,000 |
Other offering costs | 466,281 | 466,281 |
Offering costs | 3,672,335 | 3,672,335 |
Recorded of offering costs | $ 88,910 | $ 88,910 |
Shares of common stock (in Shares) | 562,500 | 562,500 |
Aggregate purchase shares (in Shares) | 15,800,000 | 15,800,000 |
Federal depository insurance corporation coverage limit | $ 250,000 | $ 250,000 |
Public Warrants and Private Placement Warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 155,037 | $ 155,037 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the balance sheet are reconciled - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of common stock reflected in the balance sheet are reconciled [Abstract] | ||
Gross proceeds | $ 172,500,000 | $ 172,500,000 |
Less: | ||
Proceeds allocated to Public Warrants | (6,037,500) | (6,037,500) |
Proceeds allocated to Public Rights | (3,934,879) | |
Issuance costs allocated to common stock | (3,672,335) | (3,672,335) |
Plus: | ||
Accretion of carrying value to redemption value | 15,369,714 | 15,369,714 |
Common stock subject to possible redemption | $ 174,225,000 | $ 174,225,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||||
Net loss | $ 1,951,670 | $ (1,000) | $ (595,442) | |
Denominator: | ||||
Basic weighted average shares outstanding | 3,750,000 | 11,781,678 | ||
Basic net loss per share of Common Stock | $ 0.09 | $ 0 | $ 0 | $ (0.05) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | ||
Jul. 28, 2021 | Jul. 26, 2021 | Jul. 19, 2021 | |
Initial Public Offering (Details) [Line Items] | |||
Redeemable warrant, description | Each Unit consists of one share of the Company’s Common Stock, $0.0001 par value, one right entitling the holder thereof to receive one-twentieth (1/20) of one share Common Stock upon the consummation of an initial business combination (the “Rights”), and one-half of one redeemable warrant (“Redeemable Warrant”). Each whole Redeemable Warrant is exercisable to purchase one share of Common Stock and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 (see Note 7). | ||
Redeemable warrant, description | Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one right entitling the holder thereof to receive one-twentieth (1/20) of one share common stock upon the consummation of an initial business combination, and one-half of one redeemable warrant (“Redeemable Warrant”). Each whole Redeemable Warrant is exercisable to purchase one share of common stock and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 7). | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Company sold | 15,000,000 | ||
Sale of units (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Over-allotment option and purchased an additional units | 2,250,000 | ||
Generating gross proceeds (in Dollars) | $ 22,500,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Common stock at a price of per share (in Dollars per share) | $ 11.5 | $ 11.5 |
Purchase price | $ 1 | $ 1 |
Gross proceeds | $ 675,000 | $ 675,000 |
Private Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Warrants price per share (in Dollars per share) | $ 1 | $ 1 |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate of private warrant (in Shares) | 6,500,000 | 6,500,000 |
Aggregate warrant price | $ 6,500,000 | $ 6,500,000 |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Sale of warrants (in Shares) | 675,000 | 675,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 23, 2022 | Jul. 14, 2021 | Mar. 01, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Feb. 16, 2021 | Jul. 31, 2020 | Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 23, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Stock split, description | In February 2021, the Company effected a 1.4375-for-1 stock split of its issued and outstanding shares of Common Stock, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. | |||||||||||
Percentage of issued and outstanding | 20% | 20% | ||||||||||
Administrative services fees accrued | $ 10,000 | $ 30,000 | $ 0 | |||||||||
Administrative service fees | $ 53,333 | |||||||||||
Aggregate principal amount | $ 267,000 | |||||||||||
Promissory note outstanding | $ 188,302 | |||||||||||
Related party loans, description | The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of the Business Combination into additional private warrants to purchase shares of common stock at a conversion price of $1.00 per private warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares of common stock if $500,000 of notes were so converted). | The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of the Business Combination into additional private warrants to purchase shares of Common Stock at a conversion price of $1.00 per private warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares of Common Stock if $500,000 of notes were so converted). | ||||||||||
Related party extension loans | In order to extend the time available for the Company to consummate a Business Combination, without the need for a separate stockholder vote, is for the Company’s initial stockholders or their affiliates or designees, upon five days’ advance notice prior to the application deadline, to deposit into the trust account $1,500,000 or $1,725,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per public share, or an aggregate of $3,000,000 (or $3,450,000 if the over-allotment option is exercised in full) if extended for each of the full three months), on or prior to the date of the application deadline. In the event that the stockholders, or affiliates or designees, elect to extend the time to complete the Company’s initial business combination and deposit the applicable amount of money into trust, the initial stockholders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Such note would be paid upon consummation of the Company’s initial Business Combination. | |||||||||||
Aggregate founder shares (in Shares) | 4,312,500 | |||||||||||
Promissory note | $ 267,000 | |||||||||||
Business combination description | In order to extend the time available for the Company to consummate a Business Combination, without the need for a separate stockholder vote, is for the Company’s initial stockholders or their affiliates or designees, upon five days’ advance notice prior to the application deadline, to deposit into the trust account $1,500,000 or $1,725,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per public share, or an aggregate of $3,000,000 (or $3,450,000 if the over-allotment option is exercised in full) if extended for each of the full three months), on or prior to the date of the application deadline. | |||||||||||
IPO [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 250,000 | $ 5,000,000 | ||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Common stock shares issued (in Shares) | 5,000,000 | |||||||||||
Aggregate price of common stock | $ 25,000 | |||||||||||
Aggregate of shares issued and outstanding (in Shares) | 4,312,500 | |||||||||||
Aggregate shares of common stock subject to forfeiture (in Shares) | 562,500 | 562,500 | ||||||||||
Founder shares, description | In June 2021, CleanTech Sponsor and CleanTech Investments forfeited for no consideration 1,916,667 founder shares and 958,333 founder shares, respectively, which the Company cancelled, resulting in a decrease in the total number of founder shares outstanding from 7,187,500 shares to 4,312,500 shares. As a result, CleanTech Sponsor owns 2,875,000 founder shares and CleanTech Investments owns 1,437,500 founder shares. The founder shares include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. | |||||||||||
CleanTech Investments LLC [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Founder shares, description | On February 16, 2021, CleanTech Sponsor paid $16,667 to the Company, which amount was paid to CleanTech Investments LLC to cancel 4,791,667 of its Founder Shares that it previously held and immediately thereafter the Company issued 4,791,667 Founders Shares to CleanTech Sponsor. As a result, CleanTech Sponsor owns 4,791,667 Founders Shares and CleanTech Investments LLC owns 2,395,833 Founder Shares. CleanTech Sponsor and CleanTech Investments LLC will both participate in the purchase of the Private Warrants based their pro rata ownership of Founder Shares. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 28, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||
Aggregate purchase price | $ 22,500,000 | ||
Gross proceeds of the initial public offering percentage | 3.50% | 3.50% | |
Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase of additional unit | 2,250,000 | 2,250,000 | 2,250,000 |
Cah underwriting discount per unit | $ 0.2 | $ 0.2 | |
Aggregate amunt | $ 3,450,000 | $ 3,450,000 |
Warrants Liabilities (Details)
Warrants Liabilities (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Warrants Liabilities (Details) [Line Items] | |||
Redeemable warrants of shares | 15,800,000 | 15,800,000 | 15,800,000 |
Public warrants | 8,625,000 | 8,625,000 | |
Private placement warrants | 7,175,000 | 7,175,000 | |
Warrant expire term | 5 years | 5 years | |
Warrants exercise description | The private warrants will be identical to the public warrants underlying the units being offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. | The private warrants will be identical to the public warrants underlying the units being offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. | |
Public warrants exercisable, description | The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each warrant holder,• if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. | The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each warrant holder,• if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. | |
Description of business combination | In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a newly issued price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founder shares or private warrants held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the $16.50 per share redemption trigger price described below under will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the consummation of an initial Business Combination). | In addition, if the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a newly issued price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founder shares or private warrants held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the $16.50 per share redemption trigger price described below under will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the consummation of an initial Business Combination). | |
Warrant issued | 15,800,000 | 15,800,000 | |
Warrant [Member] | |||
Warrants Liabilities (Details) [Line Items] | |||
Common stock price per share (in Dollars per share) | $ 11.5 | $ 11.5 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Jul. 16, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||||
Preferred stock, share authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, share issued | 0 | 0 | 0 | |
Preferred stock, share outstanding | 0 | 0 | 0 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 21,562,500 | 21,562,500 | ||
Common stock subject to possible redemptions | 17,250,000 | 17,250,000 | ||
Common stock, description | the 21,562,500 shares of Common Stock outstanding, up to 562,500 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding Common Stock after the initial public offering. The underwriters exercised the over-allotment option in full on July 28, 2021; thus, no shares of Common Stock remain subject to forfeiture. |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss | $ 990,823 |
Valuation allowance | $ 271,562 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets (liabilities) | Dec. 31, 2021 USD ($) |
Deferred tax assets: | |
Start-up costs | $ 252,290 |
Net operating loss carryforwards | 20,412 |
Total deferred tax assets | 272,702 |
Valuation allowance | (271,562) |
Deferred tax liabilities: | |
Unrealized gain on investments | (1,140) |
Total deferred tax liabilities | (1,140) |
Deferred tax assets, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule income tax provision | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax (Details) - Schedule income tax provision [Line Items] | |
Change in valuation allowance | $ 271,562 |
Income tax provision | |
Federal [Member] | |
Income Tax (Details) - Schedule income tax provision [Line Items] | |
Current | |
Deferred | (271,562) |
State [Member] | |
Income Tax (Details) - Schedule income tax provision [Line Items] | |
Current | |
Deferred |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of federal income tax rate [Abstract] | |
Statutory federal income tax rate | 21% |
State taxes, net of federal tax benefit | 0% |
Change in fair value of derivative warrant liabilities | 61.10% |
Non-deductible transaction costs | (8.80%) |
Change in valuation allowance | (73.30%) |
Income tax provision | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Public warrants per warrant | $ 0.42 | $ 0.6 | |
Change in fair value of warrant liabilities | $ 2,413,500 | $ 0 | $ 1,077,750 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation inputs - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Investments held in Trust Account: | ||
Money Market investments | $ 174,247,973 | $ 174,230,428 |
Liabilities | ||
Warrant liabilities – Public Warrants | 3,622,500 | 5,175,000 |
Warrant liabilities – Private Placement Warrants | 1,937,250 | 2,798,250 |
Level 1 [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | 174,247,973 | 174,230,428 |
Liabilities | ||
Warrant liabilities – Public Warrants | 3,622,500 | 5,175,000 |
Warrant liabilities – Private Placement Warrants | ||
Level 2 [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | ||
Liabilities | ||
Warrant liabilities – Public Warrants | ||
Warrant liabilities – Private Placement Warrants | ||
Level 3 [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | ||
Liabilities | ||
Warrant liabilities – Public Warrants | ||
Warrant liabilities – Private Placement Warrants | $ 1,937,250 | $ 2,798,250 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of the black-scholes option model for the private placement warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of the black-scholes option model for the private placement warrants [Abstract] | ||
Stock price (in Dollars per share) | $ 10.05 | $ 9.96 |
Strike price (in Dollars per share) | $ 11.5 | $ 11.5 |
Probability of completing a Business Combination | 100% | 100% |
Dividend yield | ||
Term (in years) | 4 years 3 months 18 days | 4 years 7 months 6 days |
Volatility | 4.90% | 8.70% |
Risk-free rate | 2.40% | 1.20% |
Fair value of warrants (in Dollars per share) | $ 0.27 | $ 0.39 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of financial instruments that are measured at fair value on a recurring basis - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of financial instruments that are measured at fair value on a recurring basis [Abstract] | ||
Fair value as of December 31, 2020 | $ 2,798,250 | |
Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 | 7,980,000 | |
Initial measurement of over-allotment warrants | 1,071,000 | |
Transfer of Public Warrants to Level 1 measurement | (5,175,000) | |
Change in fair value | $ (861,000) | (1,077,750) |
Fair value as of December 31, 2021 | $ 2,798,250 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||
Feb. 11, 2022 | May 05, 2022 | Feb. 28, 2022 | Mar. 23, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Borrow amount | $ 267,000 | |||
Down payment of promissory note | $ 133,000 | $ 267,000 | ||
Aggregate amount | $ 133,000 | |||
A Capital Markets Advisor [Member] | Business Combination [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Potential business combination | $ 350,000 | |||
B Capital Markets Advisor [Member] | Business Combination [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Potential business combination | $ 350,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the balance sheet are reconciled - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of common stock reflected in the balance sheet are reconciled [Abstract] | ||
Gross proceeds | $ 172,500,000 | $ 172,500,000 |
Less: | ||
Proceeds allocated to Public Warrants | (6,037,500) | (6,037,500) |
Proceeds allocated to Public Rights | (3,934,879) | |
Issuance costs allocated to common stock | (3,672,335) | (3,672,335) |
Plus: | ||
Accretion of carrying value to redemption value | 15,369,714 | 15,369,714 |
Common stock subject to possible redemption | $ 174,225,000 | $ 174,225,000 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||||
Net income | $ 1,951,670 | $ (1,000) | $ (595,442) | |
Denominator | ||||
Basic weighted average shares outstanding | 21,562,500 | 4,312,500 | ||
Basic net income per share of common stock | $ 0.09 | $ 0 | $ 0 | $ (0.05) |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation inputs - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Investments held in Trust Account: | ||
Money Market investments | $ 174,247,973 | $ 174,230,428 |
Liabilities | ||
Warrant liabilities – Public Warrants | 3,622,500 | 5,175,000 |
Warrant liabilities – Private Placement Warrants | 1,937,250 | 2,798,250 |
Level 1 [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | 174,247,973 | 174,230,428 |
Liabilities | ||
Warrant liabilities – Public Warrants | 3,622,500 | 5,175,000 |
Warrant liabilities – Private Placement Warrants | ||
Level 2 [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | ||
Liabilities | ||
Warrant liabilities – Public Warrants | ||
Warrant liabilities – Private Placement Warrants | ||
Level 3 [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | ||
Liabilities | ||
Warrant liabilities – Public Warrants | ||
Warrant liabilities – Private Placement Warrants | $ 1,937,250 | $ 2,798,250 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of the black-scholes option model for the private placement warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of the black-scholes option model for the private placement warrants [Abstract] | ||
Stock price (in Dollars per share) | $ 10.05 | $ 9.96 |
Strike price (in Dollars per share) | $ 11.5 | $ 11.5 |
Probability of completing a Business Combination | 100% | 100% |
Dividend yield | ||
Term (in years) | 4 years 3 months 18 days | 4 years 7 months 6 days |
Volatility | 4.90% | 8.70% |
Risk-free rate | 2.40% | 1.20% |
Discount for lack of marketability | ||
Fair value of warrants (in Dollars per share) | $ 0.27 | $ 0.39 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of financial instruments that are measured at fair value on a recurring basis - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of financial instruments that are measured at fair value on a recurring basis [Abstract] | ||
Fair value as of Beginning | $ 2,798,250 | |
Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 | 7,980,000 | |
Initial measurement of over-allotment warrants | 1,071,000 | |
Transfer of Public Warrants to Level 1 measurement | (5,175,000) | |
Change in fair value | (861,000) | (1,077,750) |
Fair value as of Ending balance | $ 1,937,250 | $ 2,798,250 |