Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | DYNAMICS SPECIAL PURPOSE CORP. | |
Entity Central Index Key | 0001854270 | |
Entity File Number | 001-40440 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 86-2437900 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2875 El Camino Real | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94061 | |
City Area Code | 408 | |
Local Phone Number | 212-0200 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | DYNS | |
Security Exchange Name | NASDAQ | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,715,500 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 396,693 | $ 889,323 |
Prepaid expenses and other current assets | 430,459 | 408,042 |
Total current assets | 827,152 | 1,297,365 |
Prepaid expenses - noncurrent | 56,764 | 150,514 |
Investments held in Trust Account | 230,031,946 | 230,008,784 |
TOTAL ASSETS | 230,915,862 | 231,456,663 |
Current liabilities: | ||
Accounts payable and other current liabilities | 32,861 | 39,520 |
Accrued professional fees and other expenses | 3,968,324 | 3,078,822 |
Franchise tax payable | 50,044 | 163,839 |
Total current liabilities | 4,051,229 | 3,282,181 |
Deferred underwriting fee payable | 7,050,000 | 7,050,000 |
Total Liabilities | 11,101,229 | 10,332,181 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value (assumed to be $10.00 per share) | 230,000,000 | 230,000,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,186,014) | (8,876,165) |
Total Stockholders' Deficit | (10,185,367) | (8,875,518) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 230,915,862 | 231,456,663 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common Stock, Value | 72 | 72 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock, Value | $ 575 | $ 575 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Shares subject to possible redemption | 23,000,000 | 23,000,000 |
Per share subject to possible redemption | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,715,500 | 23,715,500 |
Common stock, shares outstanding | 715,500 | 715,500 |
Common Class B [Member] | ||
Shares subject to possible redemption | 5,750,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Professional fees and other expenses | $ 0 | $ 1,282,742 |
Franchise tax expense | 0 | 50,269 |
Operating and formation costs | 1,178 | 0 |
Loss from operations | (1,178) | (1,333,011) |
Interest and dividend income on investments held in Trust Account | 0 | 23,162 |
Net Loss | $ (1,178) | $ (1,309,849) |
Common Class A [Member] | ||
Basic and diluted weighted average shares outstanding | 0 | 23,715,500 |
Basic and diluted net loss per share | $ 0 | $ (0.04) |
Common Class B [Member] | ||
Basic and diluted weighted average shares outstanding | 5,000,000 | 5,750,000 |
Basic and diluted net loss per share | $ 0 | $ (0.04) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) | 1 Months Ended |
Mar. 31, 2021shares | |
Common Class B [Member] | |
Common Stock Shares Forfeiture | 750,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |
Balance at beginning period at Feb. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at beginning period, Shares at Feb. 28, 2021 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor | [1] | 25,000 | $ 0 | $ 575 | 24,425 | 0 |
Issuance of Class B common stock to Sponsor, Shares | [1] | 0 | 5,750,000 | |||
Net loss | (1,178) | $ 0 | $ 0 | 0 | (1,178) | |
Balance at end of period, Shares at Mar. 31, 2021 | 0 | 5,750,000 | ||||
Balance at end of period at Mar. 31, 2021 | 23,822 | $ 0 | $ 575 | 24,425 | (1,178) | |
Balance at beginning period at Dec. 31, 2021 | (8,875,518) | $ 72 | $ 575 | 0 | (8,876,165) | |
Balance at beginning period, Shares at Dec. 31, 2021 | 715,500 | 5,750,000 | ||||
Net loss | (1,309,849) | $ 0 | $ 0 | 0 | (1,309,849) | |
Balance at end of period, Shares at Mar. 31, 2022 | 715,500 | 5,750,000 | ||||
Balance at end of period at Mar. 31, 2022 | $ (10,185,367) | $ 72 | $ 575 | $ 0 | $ (10,186,014) | |
[1] | The period from March 1, 2021 (inception) through March 31, 2021 includes up to 750,000 shares of Class B common stock which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The over-allotment option was exercised in full on May 28, 2021; thus, these shares are no longer subject to forfeiture (see Notes 5 and 7). |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) | 1 Months Ended |
Mar. 31, 2021shares | |
Common Class B [Member] | |
Common Stock Shares Forfeiture | 750,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,178) | $ (1,309,849) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest and dividend income on investments held in Trust Account | 0 | (23,162) |
Payment of operating and formation costs by related party | 150 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 0 | 71,333 |
Accounts payable and other current liabilities | 1,028 | (6,659) |
Accrued professional fees and other expenses | 0 | 889,502 |
Franchise tax payable | 0 | (113,795) |
Net cash used in operating activities | 0 | (492,630) |
Net Change in Cash | 0 | (492,630) |
Cash—Beginning of period | 0 | 889,323 |
Cash—End of period | 0 | 396,693 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Deferred offering costs included in accrued offering costs | 337,157 | 0 |
Deferred offering costs included in due to related party | 11,500 | 0 |
Offering costs paid in exchange for issuance of Class B common stock to Sponsor | $ 25,000 | $ 0 |
Description of Organization, Bu
Description of Organization, Business Operations, and Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, and Going Concern | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN Dynamics As of March 31, 2022, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March 31, 2022 related to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination and negotiating and entering into binding agreements in respect of such Business Combination. 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 Initial Public Offering was declared effective on May 25, 2021. On May 28, 2021, the Company consummated the Initial Public Offering of 23,000,000 shares of Class A common stock (the “Public Shares”), including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 715,500 shares of Class A common stock (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Dynamics Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,155,000, which is described in Note 4. Transaction costs amounted to $13,198,430 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $548,430 of other offering costs. Subsequent to the Initial Public Offering, the underwriter agreed on December 17, 2021 to waive $1,000,000 of its deferred underwriting fees of $8,050,000, thereby reducing those fees to $7,050,000; thus, the transaction costs related to the Company’s Initial Public Offering amounted to $12,198,430. Following the closing of the Initial Public Offering on May 28, 2021, an amount of $230,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and is invested only in U.S. government securities with maturities of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 below. The Company’s management The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any material provision relating to the rights of holders of Public Shares, and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the initial stockholders acquired Public Shares in or after the Initial Public Offering, such Public Shares would be entitled to liquidating distributions from the Trust Account if the Company failed to complete a Business Combination within the Combination Period (as defined below). The Company will have until May 28, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares at a per-share The underwriter has agreed to waive its rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts 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) $10.00 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 $10.00 per Public Share due to reductions in the value of the Trust Account 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 underwriter 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 (other than the Company’s independent registered 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 19, 2021, we entered into a business combination agreement (as amended from time to time, the “Business Combination Agreement”) with Merger Sub and Senti Biosciences, Inc., a Delaware corporation (“Senti”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Senti, with Senti surviving as a wholly-owned subsidiary of the Company (the “Merger”). Upon the closing of the Merger (the “Closing”), the Company will change its name to “Senti Biosciences, Inc.” The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” The Business Combination Agreement and the transactions contemplated thereby (and contemplated in the Ancillary Documents, as defined in the Business Combination Agreement) are referred to in these Notes to unaudited condensed consolidated financial statements as the “Senti Business Combination.” The Senti Business Combination was approved by the boards of directors of each of the Company and Senti. Under the Business Combination Agreement, the Company will acquire all of the outstanding equity interests of Senti in exchange for shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), based on an implied Senti equity value of $240,000,000, to be paid to Senti stockholders at the effective time of the Merger (the “Effective Time”). In addition, Senti stockholders will have the right to receive (i) an aggregate of 1,000,000 shares of Class A Common Stock if, after Closing, the volume weighted average price of the Class A Common Stock on the Nasdaq Capital Market (“Nasdaq”), or any other national securities exchange on which the shares of Class A Common Stock are then traded (“VWAP”), is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period, in the period that ends on the second anniversary of the Closing Date, and (ii) an additional 1,000,000 shares of Class A Common Stock in the aggregate if, after Closing, the VWAP of Class A Common Stock is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, in the period that ends on the third anniversary of the Closing Date. Pursuant to the Business Combination Agreement, at or prior to the Effective Time, each option exercisable for Senti equity that is outstanding immediately prior to the Effective Time shall be converted into an option to purchase a number of shares of Class A Common Stock equal to the number of shares of Senti common stock subject to such option immediately prior to the Effective time multiplied by the exchange ratio derived under the Business Combination Agreement. The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Senti, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Business Combination Agreement will terminate at Closing, except for a limited number of representations and warranties and those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary to consummate and expeditiously implement the Merger. Under the Business Combination Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders (the “Company Stockholder Approval”) and Senti’s stockholders (the “Senti Stockholder Approval”); (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Company Material Adverse Effect or DYNS Material Adverse Effect (each, as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (iv) after giving effect to the transactions contemplated by the Business Combination Agreement, the Company has net tangible assets of at least $5,000,001 upon consummation of the Merger; (v) the Company’s initial listing application with Nasdaq in connection with the Merger has been approved and, immediately following the Effective Time, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq and the shares of the Company’s Class A Common Stock have been approved for listing on Nasdaq, subject only to official notice of the issuance thereof; and (vi) the registration statement filed with the SEC on Form S-4 On February 12, 2022, the Business Combination Agreement was amended by the parties thereto to reflect, among other things, (i) corrections to certain aspects section 5.7 of the Business Combination Agreement, and (ii) changes to certain terms of the options Senti granted to certain persons at the time the Business Combination Agreement was signed. 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: Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, the Sponsor, as the sole holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, and also referred to herein as the Founder Shares (as defined in Note 5)) and other persons party thereto (“Other Company Insiders,” and together with the Sponsor, collectively, the “Company Insiders”), entered into a support agreement with the Company and Senti (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, the Sponsor agreed to vote, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, all of such Sponsor’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby, and (b) the other proposals that the Company and Senti agreed in the Business Combination Agreement shall be submitted at such meeting for approval by the Company’s stockholders together with the proposal to obtain the Company Stockholder Approval (together with the Company Stockholder Approval, these proposals are the Required Transaction Proposals (as defined in the Business Combination Agreement)), and (ii) against any proposal that conflicts with, or materially impedes or interferes with, any such proposal or that would adversely affect or delay the Merger. The Sponsor Support Agreement also prohibits the Sponsor from, among other things and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by the Sponsor prior to the Closing or taking any action that would have the effect of preventing or materially delaying the Sponsor from performing its obligations under the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, the Sponsor agreed to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the Sponsor convert into shares of Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. The Sponsor Support Agreement also includes a lock-up in respect of the Sponsor’s equity interests in the Company. Pursuant to the Sponsor Support Agreement, the Sponsor agreed that, subject to limited exceptions, it would not sell, assign or transfer any Class A Common Stock or Class B Common Stock until the earlier of (i) the anniversary of the Closing, and (ii) subsequent to the Closing, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $ per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any trading days within any consecutive trading day period commencing at least days after the Closing, or (y) the date upon completion of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their common stock for cash, securities or other property. Senti Support Agreement In connection with the execution of the Business Combination Agreement, certain Senti stockholders (the “Senti Supporting Stockholders”) entered into support agreements with the Company (the “Senti Support Agreements”). Under the Senti Support Agreements, each Senti Supporting Stockholder agreed, within forty-eight hours The Senti Support Agreements also prohibit the Senti Supporting Stockholders from, among other things, (i) transferring any of the Subject Senti Shares prior to the Closing, (ii) entering into (a) any option, commitment or other arrangement that would require the Senti Supporting Stockholders to transfer the Subject Senti Shares, or (b) any voting trust, proxy or other contract with respect to the voting of the Subject Senti Shares, or (iii) taking any action in furtherance of the foregoing. In addition, under the Senti Support Agreement, each Senti Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby, and (ii) not to commence or participate in any claim or action against Senti, the Company or any of their affiliates relating to the negotiation, execution or delivery of the Senti Support Agreement or the Business Combination Agreement or the consummation of the Merger. Additionally, (i) certain Senti Support Agreements prohibit the applicable Senti Supporting Stockholders from transferring the shares of Class A Common Stock which they will receive in the Merger for, subject to certain permitted transfers, up to 18 months following the Closing, which may be reduced to 12 months upon the meeting of certain criteria (such period, the “Extended Lock-Up”), Lock-Up”); Lock-Up, Lock-Up lock-up, Lock-Up, Lock-Up lock-up. On February 12, 2022, the Company entered into amendments to certain Senti Support Agreements to amend those agreements such that, among other things, the shares of Class A Common Stock of the relevant Senti Supporting Stockholders may not be transferred, subject to certain permitted transfers, for three years following the Closing (such period, “the Three Year Lock-Up”). Lock-Up Lock-Up Lock-Up PIPE Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into subscription agreements with certain private investors (the “Subscription Agreements”), pursuant to which, among other things, such investors have subscribed to purchase an aggregate of 6,680,000 shares of Class A Common Stock (together, the “Subscriptions”) for a purchase price of $10.00 per share, or an aggregate purchase price of $66,800,000, which shares are to be issued at the Closing; provided that the Subscription Agreements permit the Company to accept additional subscriptions for a purchase price of $10.00 per share to be issued at the Closing, following the execution of the Business Combination Agreement. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Non-Redemption In connection with the execution of the Business Combination Agreement, the Sponsor, as the holder of 5,750,000 shares of Class B Common Stock (the Founder Shares (as defined in Note 5)), the Company and each of certain funds and accounts managed by Morgan Stanley Investment Management Inc., T. Rowe Price Group, Inc., The Invus Group, LLC and ARK Investment Management LLC and/or their respective investment funds (each, an “Investor”, and collectively, the “Investors”) entered into non-redemption “Non-Redemption Pursuant to the Non-Redemption Non-Redemption non-discretionary shares of its Class B Common Stock and the Company agreed to cancel such shares and concurrently issue to the Investors an equivalent number of shares of Class A Common Stock, in each case, at or promptly following the consummation of the Merger. The shares of Class A Common Stock to which the Investors were entitled as at the date the Non-Redemption Agreements were signed represented approximately 11.111% of the Investors’ aggregate holdings of Public Shares as at such date. On May 9, 2022, the Company, the Sponsor and the Investors agreed to amend the Non-Redemption Agreements such that the number of shares of Class A Common Stock to which each Investor may be entitled equals 11.111% of the number of Public Shares held by the Investor at the time the Merger is consummated (as opposed to when the Non-Redemption Agreement was signed). As at April 29, 2022, 7,968,483 shares of Class A Common Stock, in the aggregate, were subject to Non-Redemption and an equivalent number of shares of Class B Common Stock will be forfeited by the Sponsor and canceled by the Company (as opposed to 965,728 shares, as was the case prior to such amendments to the Non-Redemption Agreements). Investor Rights Agreement In connection with the Closing, the Company, certain stockholders of the Company (including the Sponsor) and certain stockholders of Senti will enter into an investor rights and lock-up The Investor Rights Agreement will also restrict the ability of each stockholder who is a party thereto (other than the Company) to transfer its shares of Class A Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) for, subject to certain permitted transfers and depending on the stockholder, a period of one year following the Closing Date (the “12 Month Lock-Up”) Lock-Up”); Lock-Up, Lock-Up lock-up; Lock-Up, Lock-Up lock-up. Going Concern As of March 31, 2022, the Company had $396,693 in cash held outside of the Trust Account and a working capital deficit of $3,224,077. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans (including in respect of the Senti Business Combination). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed consolidated financial statements are issued. Management plans to address this uncertainty through the Senti Business Combination, as discussed above. There is no assurance that the Company’s plans to consummate the Senti Business Combination (or any other Business Combination) will be successful or successful within the Combination Period. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Financial Statement 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. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and controlled subsidiary, Merger Sub, after elimination of any intercompany transactions and balances as of March 31, 2022 and December 31, 2021. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed 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 unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited 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. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Investments Held in Trust Account As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed consolidated 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 are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Public Shares sold in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the Investor Shares (see Note 1) are classified as temporary equity within Class A Common Stock subject to redemption in the Company’s unaudited condensed consolidated balance sheet. The Non-Redemption Non-Redemption Non-Redemption Company Non-Redemption As of March 31, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Issuance costs allocated to Class A common stock (13,181,867 ) Plus: Accretion of carrying value to redemption value 13,181,867 Class A common stock subject to possible redemption $ 230,000,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 5A - Expenses As noted in Note 1, subsequent to the Initial Public Offering, the underwriter agreed on December 17, 2021 to waive $1,000,000 of its deferred underwriting fees of $8,050,000, thereby reducing those fees to $7,050,000; thus, the offering costs related to the Company’s Initial Public Offering amounted to $12,198,430. Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 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 incep tion. Net Loss Per Share of Common Stock Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the three months ended For the period from March 1, Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net loss $ (1,054,241 ) $ (255,608 ) $ — $ (1,178 ) Denominator: Basic and diluted weighted average shares outstanding 23,715,500 5,750,000 — 5,000,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the unaudited condensed consolidated balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. 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 financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on May 25, 2021. On May 28, 2021, the Company completed its Initial Public Offering of 23,000,000 shares of Class A common stock, including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 715,500 Private Placement Shares at a price of $10.00 per Private Placement Share, generating gross proceeds of $7,155,000. A portion of the proceeds from the sale of the Private Placement Shares was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 8, 2021, the Sponsor was issued 5,750,000 shares (the “Founder Shares”) of Class B Common Stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares of Class B Common Stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted In connection with the Non-Redemption Founder Shares and the Company will cancel such Founder Shares and concurrently issue to the Investors an equivalent number of shares of Class A Common Stock, in each case, at or promptly following the consummation of the Merger. Promissory Note - Related Party On March 8, 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 $300,000 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 a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $2,000,000 of such Working Capital Loans may be convertible into shares at a price of $10.00 per share at the option of the lender. The shares would be identical to the Private Placement Shares. There was no outstanding balance of Working Capital Loans as of March 31, 2022 and December 31, 2021. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees (if any). To date, the Company has not exercised its option to use such services. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Shares and any Class A Common Stock issuable upon conversion of any Working Capital Loans have registration rights pursuant to a registration and stockholder rights agreement signed in connection with the Company’s Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, it is anticipated that each signatory to the Investor Rights Agreement (see Note 1), other than the Company, will be granted certain registration rights with respect to their respective shares of Class A Common Stock when that agreement is signed (which is expected to occur at Closing). Further, shares of Class A Common Stock issued to the private investors making Subscriptions will have registration rights pursuant to the Subscription Agreements following the consummation of the Business Combination. Underwriters Agreement The Company granted the underwriter of its Initial Public Offering a 45-day The underwriter was paid a cash underwriting fee of $0.20 per share, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $8,050,000 in the aggregate was payable to the underwriter for deferred underwriting commissions. On December 17, 2021, the underwriter agreed to waive its right to $1,000,000 of the fee payable by the Company for deferred underwriting commissions. The waived fee was recorded to accumulated deficit. The revised deferred underwriting fee of $7,050,000 will become payable to the underwriter from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Financial Advisor Agreement On December 16, 2021, the Company entered into an agreement (the “Financial Advisor Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) for financial advisory services in connection with the Senti Business Combination, which services Morgan Stanley had been engaged to provide, and which services Morgan Stanley had provided, since August 4, 2021. The Financial Advisor Agreement shall terminate automatically on December 16, 2022 unless terminated earlier, with or without cause, by either the Company or Morgan Stanley. The Company will pay Morgan Stanley a fee of $1,000,000 upon the consummation of the Company’s proposed initial business combination with Senti. Placement Agent Agreement On September 21, 2021, the Company entered into an agreement (the “Placement Agent Agreement”) with Morgan Stanley, J.P. Morgan Securities LLC and BofA Securities, Inc. (together, the “Placement Agents”) for services in connection with the placement of shares of the Company’s Class A Common Stock to certain private investors which is anticipated to occur concurrently with the completion the Senti Business Combination (i.e. the Subscriptions – see Note 1). The Placement Agent Agreement shall terminate automatically on August 28, 2022 unless terminated earlier, with or without cause, by either the Company or any Placement Agent (as to itself only). The Company will pay to the Placement Agents a total fee equal to 4.0% of the aggregate price at which the shares of the Company’s Class A Common Stock are sold to the private investors in the Subscriptions, which fee shall be payable upon the consummation of the placement of the shares. Each of the Placement Agents will receive 33.3% of the fee. Business Combination Agreement As set forth in Note 1, the Company has entered into the Business Combination Agreement with Merger Sub and Senti pursuant to which, among other things, Merger Sub will merge with and into Senti, with Senti surviving as a wholly-owned subsidiary of the Company. The Company has also entered into various ancillary transaction documents to give effect to the Merger, which are described throughout this Quarterly Report. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock Class A common stock Non-Redemption Class B common stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, including any vote in connection with an initial Business Combination, except where a vote of each class is required by law. The shares of Class B common stock are convertible into shares of Class A common stock at the option of the holder and will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a one-for-one as-converted |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 230,031,946 $ 230,031,946 $ — $ — December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities $ 230,008,784 $ 230,008,784 $ — $ — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the amendments to the Non-Redemption Agreements discussed in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Financial Statement Presentation | Principles of Consolidation and Financial Statement 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. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and controlled subsidiary, Merger Sub, after elimination of any intercompany transactions and balances as of March 31, 2022 and December 31, 2021. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed 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 unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited 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. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The |
Investments Held in Trust Account | Investments Held in Trust Account As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed consolidated 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 are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Public Shares sold in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the Investor Shares (see Note 1) are classified as temporary equity within Class A Common Stock subject to redemption in the Company’s unaudited condensed consolidated balance sheet. The Non-Redemption Non-Redemption Non-Redemption Company Non-Redemption As of March 31, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Issuance costs allocated to Class A common stock (13,181,867 ) Plus: Accretion of carrying value to redemption value 13,181,867 Class A common stock subject to possible redemption $ 230,000,000 |
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 5A - Expenses As noted in Note 1, subsequent to the Initial Public Offering, the underwriter agreed on December 17, 2021 to waive $1,000,000 of its deferred underwriting fees of $8,050,000, thereby reducing those fees to $7,050,000; thus, the offering costs related to the Company’s Initial Public Offering amounted to $12,198,430. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 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 incep tion. |
Net Loss Per Common Share | Net Loss Per Share of Common Stock Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the three months ended For the period from March 1, Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net loss $ (1,054,241 ) $ (255,608 ) $ — $ (1,178 ) Denominator: Basic and diluted weighted average shares outstanding 23,715,500 5,750,000 — 5,000,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the unaudited condensed consolidated balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. |
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 financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Condensed Balance Sheet | As of March 31, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Issuance costs allocated to Class A common stock (13,181,867 ) Plus: Accretion of carrying value to redemption value 13,181,867 Class A common stock subject to possible redemption $ 230,000,000 |
Summary of Basic and Diluted Net Earnings (loss) Per Common Share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the three months ended For the period from March 1, Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net loss $ (1,054,241 ) $ (255,608 ) $ — $ (1,178 ) Denominator: Basic and diluted weighted average shares outstanding 23,715,500 5,750,000 — 5,000,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Liabilities Measured at Fair Value Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 230,031,946 $ 230,031,946 $ — $ — December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities $ 230,008,784 $ 230,008,784 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations, and Going Concern - Additional Information (Details) | Dec. 19, 2021USD ($)$ / sharesshares | May 28, 2021USD ($)$ / sharesshares | Dec. 17, 2017USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | May 09, 2022 | Apr. 29, 2022shares | Dec. 31, 2021USD ($)$ / sharesshares |
Number of consecutive trading days determining share price | |||||||
State of incorporation | DE | ||||||
Date of incorporation | Mar. 1, 2021 | ||||||
Payment to acquire restricted investments | $ | $ 230,000,000 | ||||||
Cash deposited in Trust Account per share | $ / shares | $ 10 | ||||||
Term of restricted investments | 185 days | ||||||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||||||
Period to complete business combination from closing of initial public offering | 24 months | ||||||
Expenses payable on dissolution | shares | 100,000 | ||||||
Actual amount per share to be maintained in the trust account | $ / shares | $ 10 | ||||||
Underwriting fee | $ | $ 4,600,000 | $ 4,600,000 | |||||
Deferred underwriting fee payable | $ | 8,050,000 | 7,050,000 | $ 7,050,000 | ||||
Other Offering Costs | $ | 548,430 | 548,430 | |||||
Minimum netwoth needed to effect business combination | $ | $ 5,000,001 | 5,000,001 | |||||
Cash | $ | 396,693 | $ 889,323 | |||||
Working capital (deficit) | $ | 3,224,077 | ||||||
Transaction costs related to initial public offering | $ | 13,198,430 | 13,198,430 | |||||
Subsequent To Initial Public Offering [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Deferred underwriting fee payable | $ | $ 7,050,000 | $ 7,050,000 | |||||
Deferred underwriting fees waived | $ | 1,000,000 | ||||||
Deferred underwrting fees payable before waive off | $ | 8,050,000 | ||||||
Transaction costs related to initial public offering | $ | $ 12,198,430 | ||||||
Senti Business Combination [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Number of hours following the effectiveness of the registration statement within which written consent shall be executed and delivered | 48 days | ||||||
Business Combination Agreement [Member] | Senti Business Combination [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Business acquisition, Equity interest issued or issuable, Value assigned | $ | $ 240,000,000 | ||||||
Non RedemptionAgreement [Member] | Public Shares [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Equity method investment ownership percentage | 11.111% | ||||||
Sponsor Support Agreement [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Lock up period to sell assign or transfer of any common stock | 1 year | ||||||
Sponsor Support Agreement [Member] | Lock Up Period [Member] | Share Price Greater Than Or Equal To Twelve USD [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Share Price | $ / shares | $ 12 | ||||||
Number of trading days determining share price | 20 days | ||||||
Number of consecutive trading days determining share price | 30 days | ||||||
Threshold number of trading days determining share price | 150 days | ||||||
Minimum [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Number of operating businesses included in initial Business Combination | 1 | ||||||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||||||
Equity method investment ownership percentage | 50.00% | ||||||
Minimum [Member] | Business Combination Agreement [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Threshold available cash balance required for consummation of merger | $ | $ 150,000,000 | ||||||
DYNS Sponsor [Member] | Non RedemptionAgreement [Member] | DYNS Founder Share [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Shares subject to forfeiture and cancellation | shares | 965,728 | 965,728 | |||||
Over-Allotment Option [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Common stock shares subscribed but not issued | shares | 3,000,000 | ||||||
PIPE [Member] | Subscription Agreement [Member] | Additional Subscription Event [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Price per share sold | $ / shares | $ 10 | ||||||
Common Class A [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Gross proceeds from initial public offering | $ | $ 230,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Price per share sold | $ / shares | $ 10 | ||||||
Common stock, shares outstanding | shares | 715,500 | 715,500 | |||||
Shares subject to possible redemption | shares | 23,000,000 | 23,000,000 | |||||
Common stock, shares issued | shares | 23,715,500 | 885,377 | 23,715,500 | ||||
Common Class A [Member] | Business Combination Agreement [Member] | Share Price Greater Than Or Equal To Fifteen USD [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Stock issued during period, Shares, Acquisitions | shares | 1,000,000 | ||||||
Volume weighted average share price | $ / shares | $ 15 | ||||||
Number of trading days determining volume weighted average share price | 20 days | ||||||
Number of consecutive trading days determining volume weighted average share price | 30 days | ||||||
Common Class A [Member] | Business Combination Agreement [Member] | Share Price Greater Than Or Equal To Twenty USD [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Stock issued during period, Shares, Acquisitions | shares | 1,000,000 | ||||||
Volume weighted average share price | $ / shares | $ 20 | ||||||
Number of trading days determining volume weighted average share price | 20 days | ||||||
Number of consecutive trading days determining volume weighted average share price | 30 days | ||||||
Common Class A [Member] | Business Combination Agreement [Member] | Senti Business Combination [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common Class A [Member] | Non RedemptionAgreement [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Shares subject to possible redemption | shares | 7,968,483 | ||||||
Common Class A [Member] | Investor Rights Agreement [Member] | 12 Month Lock-Up [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Lock up period | 12 months | ||||||
Common Class A [Member] | Investor Rights Agreement [Member] | Share Price Greater Than Or Equal To Twelve USD [Member] | 12 Month Lock-Up [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Share Price | $ / shares | $ 12 | ||||||
Number of trading days determining share price | 20 days | ||||||
Number of consecutive trading days determining share price | 30 days | ||||||
Threshold number of trading days determining share price | 150 days | ||||||
Common Class A [Member] | Investor Rights Agreement [Member] | Share Price Greater Than Or Equal To Twelve USD [Member] | 18 Month Lock-Up [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Number of trading days determining share price | 20 days | ||||||
Number of consecutive trading days determining share price | 30 days | ||||||
Threshold number of trading days determining share price | 330 days | ||||||
Common Class A [Member] | Senti Support Agreement [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Lock up period | 18 months | ||||||
Lock up period based on meeting of certain criteria | 12 months | ||||||
General lock up period | 12 months | ||||||
Common Class A [Member] | Senti Support Agreement [Member] | Extended Lock Up Period [Member] | Share Price Greater Than Or Equal To Twelve USD [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Share Price | $ / shares | $ 12 | ||||||
Number of trading days determining share price | 20 days | ||||||
Number of consecutive trading days determining share price | 30 days | ||||||
Threshold number of trading days determining share price | 330 days | ||||||
Common Class A [Member] | Senti Support Agreement [Member] | General Lock Up Period [Member] | Share Price Greater Than Or Equal To Twelve USD [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Share Price | $ / shares | $ 12 | ||||||
Number of trading days determining share price | 20 days | ||||||
Number of consecutive trading days determining share price | 30 days | ||||||
Threshold number of trading days determining share price | 150 days | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Stock shares issued during the period | shares | shares | 23,000,000 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Stock shares issued during the period | shares | shares | 3,000,000 | ||||||
Common Class A [Member] | Private Placement [Member] | Sponsor [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Stock shares issued during the period | shares | shares | 715,500 | ||||||
Gross proceeds from private placement | $ | $ 7,155,000 | ||||||
Price per share sold | $ / shares | $ 10 | ||||||
Common Class A [Member] | PIPE [Member] | Subscription Agreement [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Common stock shares subscribed but not issued | shares | 6,680,000 | ||||||
Price per share sold | $ / shares | $ 10 | ||||||
Common stock, Value, Subscriptions | $ | $ 66,800,000 | ||||||
Common Class B [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares outstanding | shares | 5,750,000 | 5,750,000 | |||||
Shares subject to possible redemption | shares | 5,750,000 | ||||||
Common stock, shares issued | shares | 5,750,000 | 5,750,000 | |||||
Common Class B [Member] | DYNS Sponsor [Member] | |||||||
Number of consecutive trading days determining share price | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, shares outstanding | shares | 5,750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | May 28, 2021 | Dec. 17, 2017 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Line Items] | ||||
Cash equivalents | $ 0 | |||
Cash | 396,693 | $ 889,323 | ||
Unrecognized tax benefits income tax penalties and interest accrued | 0 | |||
Transaction costs related to initial public offering | $ 13,198,430 | 13,198,430 | ||
Underwriting fee | 4,600,000 | 4,600,000 | ||
Deferred underwriting fee payable | 8,050,000 | 7,050,000 | $ 7,050,000 | |
Deferred underwriting fee payable | 8,050,000 | |||
Other Offering Costs | $ 548,430 | 548,430 | ||
Federal Depository Insurance Coverage amount | 250,000 | |||
Offering Costs Temporary Equity | 13,181,867 | |||
Offering Costs Permanent Equity | 16,563 | |||
Subsequent To Initial Public Offering [Member] | ||||
Accounting Policies [Line Items] | ||||
Transaction costs related to initial public offering | $ 12,198,430 | |||
Deferred underwriting fee payable | 7,050,000 | $ 7,050,000 | ||
Deferred underwriting fees waived | 1,000,000 | |||
Deferred underwrting fees payable before waive off | $ 8,050,000 | |||
US Government Securities [Member] | ||||
Accounting Policies [Line Items] | ||||
Restricted Investments Term | 185 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Condensed Balance Sheet (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||
Gross proceeds | $ 230,000,000 | $ 230,000,000 |
Issuance costs allocated to Class A common stock | (13,181,867) | (13,181,867) |
Accretion of carrying value to redemption value | 13,181,867 | 13,181,867 |
Class A common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | |||
Numerator: | |||
Net loss | $ (1,054,241) | $ 0 | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 0 | 23,715,500 | 0 |
Basic and diluted net loss per share | $ 0 | $ (0.04) | $ 0 |
Common Class B [Member] | |||
Numerator: | |||
Net loss | $ (255,608) | $ (1,178) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 5,000,000 | 5,750,000 | 5,000,000 |
Basic and diluted net loss per share | $ 0 | $ (0.04) | $ 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - Common Class A [Member] | May 28, 2021USD ($)$ / sharesshares |
Price per share sold | $ / shares | $ 10 |
Gross proceeds from initial public offering | $ | $ 230,000,000 |
IPO [Member] | |
Stock shares issued during the period | shares | 23,000,000 |
Over-Allotment Option [Member] | |
Stock shares issued during the period | shares | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement [Member] - Sponsor [Member] - Common Class A [Member] | May 28, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |
Stock shares issued during the period | shares | shares | 715,500 |
Price per share sold | $ / shares | $ / shares | $ 10 |
Gross proceeds from private placement | $ | $ 7,155,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 08, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 29, 2022 | Dec. 19, 2021 | May 28, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Stock issued during the period value for services | [1] | $ 25,000 | |||||||
Working Capital Loan Outstanding | $ 0 | $ 0 | |||||||
Founder Share [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary Equity, Shares Outstanding | 750,000 | ||||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary Equity, Shares Outstanding | 5,750,000 | ||||||||
Common Class B [Member] | Founder Share [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary Equity, Shares Outstanding | 750,000 | 10,000,000 | |||||||
Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary Equity, Shares Outstanding | 23,000,000 | 23,000,000 | |||||||
Common Class A [Member] | Non RedemptionAgreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary Equity, Shares Outstanding | 7,968,483 | ||||||||
Sponsor [Member] | Founder Share [Member] | Non RedemptionAgreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture and cancellation | 885,377 | ||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face value | $ 300,000 | ||||||||
Proceeds from related party debt | $ 250,000 | ||||||||
Sponsor [Member] | Working capital loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Working capital loans convertible into equity value | $ 2,000,000 | ||||||||
Debt instrument conversion price per share | $ 10 | ||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount payable per month for office space administration and support services | $ 10,000 | ||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during the period shares for services | 5,750,000 | ||||||||
Stock issued during the period value for services | $ 25,000 | ||||||||
Percentage of the common stock issued and outstanding | 20.00% | 20.00% | |||||||
Sponsor [Member] | Common Class A [Member] | Founder Share [Member] | Non RedemptionAgreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited and cancelled and concurrent issuance of an equivalent stock | 0 | ||||||||
[1] | The period from March 1, 2021 (inception) through March 31, 2021 includes up to 750,000 shares of Class B common stock which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The over-allotment option was exercised in full on May 28, 2021; thus, these shares are no longer subject to forfeiture (see Notes 5 and 7). |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Details) - USD ($) | Sep. 21, 2021 | Aug. 31, 2021 | May 28, 2021 | Mar. 31, 2022 |
Financial Advisor Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Accrued professional fees | $ 1,000,000 | |||
Agreement, Termination date | Dec. 16, 2022 | |||
Placement Agent Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Agreement, Termination date | Aug. 28, 2022 | |||
Percentage of fee payable to agents to aggregate price at which the shares of common stock sold to investors | 4.00% | |||
Percentage of fee receive by agents | 33.30% | |||
Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Overallotment Option Vesting Period | 45 days | |||
Common stock shares subscribed but not issued | 3,000,000 | |||
Underwriter discount per unit | $ 0.20 | |||
Payment of underwriter discount | $ 4,600,000 | |||
Deferred underwriting fee payable per unit | $ 0.35 | |||
Deferred underwriting commissions | $ 8,050,000 | $ 7,050,000 | ||
Deferred underwriting commissions, Waived | $ 1,000,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Other Commitments [Line Items] | ||||
Stock shares issued during the period new issues | 3,000,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Details) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2022 | Apr. 29, 2022 | Dec. 31, 2021 | May 28, 2021 | Mar. 08, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock shares outstanding | 0 | 0 | |||
Founder Share [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares subject to possible redemption | 750,000 | ||||
Common Class A [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common stock shares authorized | 100,000,000 | 100,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Voting Rights | one vote | ||||
Common stock shares issued | 23,715,500 | 885,377 | 23,715,500 | ||
Common stock shares outstanding | 715,500 | 715,500 | |||
Shares subject to possible redemption | 23,000,000 | 23,000,000 | |||
Common Class B [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common stock shares authorized | 10,000,000 | 10,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Voting Rights | one vote | ||||
Common stock shares issued | 5,750,000 | 5,750,000 | |||
Common stock shares outstanding | 5,750,000 | 5,750,000 | |||
Shares subject to possible redemption | 5,750,000 | ||||
Common Class B [Member] | Founder Share [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares subject to possible redemption | 10,000,000 | 750,000 | |||
Common Class B [Member] | Sponsor [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Percentage of the common stock issued and outstanding | 20.00% | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities Measured at Fair Value Recurring Basis (Details) - Fair Value, Recurring [Member] - US Treasury Securities [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 230,031,946 | $ 230,008,784 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 230,031,946 | 230,008,784 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account |