Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | LAVA MEDTECH ACQUISITION CORP. | |
Trading Symbol | LVAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001855450 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40965 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2973712 | |
Entity Address, Address Line One | 303 Wyman Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | (781) | |
Local Phone Number | 530-3868 | |
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share, included as part of the units | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 11,500,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 1,333,758 | $ 1,541,231 |
Prepaid expenses and other current assets | 539,508 | 658,308 |
Total current assets | 1,873,266 | 2,199,539 |
Prepaid expenses-non current | 202,948 | 202,948 |
Deferred tax asset | 28,240 | 19,152 |
Investments held in Trust Account | 117,888,851 | 117,876,981 |
TOTAL ASSETS | 119,993,305 | 120,298,620 |
CURRENT LIABILITIES | ||
Accounts payable | 184,281 | 27,011 |
Franchise tax payable | 50,000 | 93,223 |
Total current liabilities | 234,281 | 120,234 |
Due to affiliate | 25,000 | 10,000 |
Derivative warrant liabilities | 3,188,250 | 4,741,500 |
Deferred underwriting fee payable | 4,025,000 | 4,025,000 |
Total liabilities | 7,472,531 | 8,896,734 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
Class A common stock subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.25 per shares. | 117,875,000 | 117,875,000 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock; $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding (excluding 11,500,000 shares subject to possible redemption) | ||
Class B common stock; $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding | 287 | 287 |
Additional paid-in capital | ||
Accumulated deficit | (5,354,513) | (6,473,401) |
Total stockholders’ deficit | (5,354,226) | (6,473,114) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | $ 119,993,305 | $ 120,298,620 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption value | 11,500,000 | 11,500,000 |
Common stock subject to possible redemption, per stock (in Dollars per share) | $ 10.25 | $ 10.25 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING EXPENSES | ||
General and administrative | $ 400,173 | $ 1,000 |
Franchise tax expense | 55,184 | |
Loss from operations | 455,357 | 1,000 |
OTHER INCOME | ||
Change in fair value of derivative warrant liabilities | 1,553,250 | |
Unrealized gain on investments held in Trust Account | 11,907 | |
Total other income | 1,565,157 | |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 1,109,800 | (1,000) |
Income tax benefit | (9,088) | |
NET INCOME (LOSS) | $ 1,118,888 | $ (1,000) |
Class A Common Stock | ||
OTHER INCOME | ||
Weighted average shares outstanding (in Shares) | 11,500,000 | |
Basic and diluted net income per share (in Dollars per share) | $ 0.08 | |
Class B Common Stock | ||
OTHER INCOME | ||
Weighted average shares outstanding (in Shares) | 2,875,000 | 2,875,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0.08 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Mar. 30, 2021 | |||||
Balance (in Shares) at Mar. 30, 2021 | |||||
Net income (loss) | (1,000) | (1,000) | $ (1,000) | ||
Balance at Mar. 31, 2021 | (1,000) | (1,000) | |||
Balance at Dec. 31, 2021 | $ 287 | (6,473,401) | (6,473,114) | ||
Balance (in Shares) at Dec. 31, 2021 | 2,875,000 | ||||
Net income (loss) | 1,118,888 | 1,118,888 | |||
Balance at Mar. 31, 2022 | $ 287 | $ (5,354,513) | $ (5,354,226) | ||
Balance (in Shares) at Mar. 31, 2022 | 2,875,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (1,000) | $ 1,118,888 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Unrealized gain on investments held in Trust Account | (11,870) | |
Change in fair value of derivative warrant liabilities | (1,553,250) | |
Deferred tax benefit | (9,088) | |
Changes in operating assets and liabilities: | ||
Due to affiliate | 15,000 | |
Prepaid expenses and other current assets | 118,800 | |
Accounts payable | 1,000 | 157,270 |
Franchise tax payable | (43,223) | |
Net cash flows used in operating activities | (207,473) | |
NET CHANGE IN CASH | (207,473) | |
CASH, BEGINNING OF PERIOD | 1,541,231 | |
CASH, END OF PERIOD | $ 1,333,758 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations LAVA Medtech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 31, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and, since the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on October 26, 2021. On October 29, 2021, the Company consummated the IPO of 11,500,000 units (“Units”), including 1,500,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option, with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $115,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its over-allotment option, generating additional gross proceeds of $15,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 private placement warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, LAVA Medtech Sponsor LP (the “Sponsor”), generating gross proceeds of $7,500,000. Simultaneously with the exercise of the over-allotment, the Company consummated the private placement of an additional 675,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $675,000. See Note 4 for details. Offering costs for the IPO amounted to $6,325,000, consisting of $2,300,000 of underwriting fees, $4,025,000 deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $455,330 of other costs. As described in Note 6, the $4,025,000 deferred underwriting fee payable is contingent upon the consummation of a Business Combination by April 29, 2023, subject to the terms of the underwriting agreement. Following the closing of the IPO and exercise of the over-allotment, $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus any pro rata gain then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by 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 Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving 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 transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the Company’s prior consent. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by April 29, 2023, 18 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including unrealized gains on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In February 2022, Russia commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against Russia. The invasion of Ukraine may result in market volatility that could adversely affect our stock price and our search for a target company. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there is considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID- 19 pandemic and the Company concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of March 31, 2022, the Company had $1,333,758 in its operating bank account and working capital of $1,638,985. As of March 31, 2022, approximately $11,907 of the amount on deposit in the Trust Account represented unrealized gains, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
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 Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K and the final prospectus filed by the Company with the SEC on April 5, 2022 and November 29, 2021, respectively. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year end December 31, 2022 or for any future periods. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, as an emerging growth company the Company can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 financial statements. Significant estimates in these financial statements include those related to the fair value of the Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Investments Held in Trust Account At March 31, 2022 and December 31, 2021, all of the assets held in the Trust Account were invested in a money markets fund that only invests in U.S. treasuries and cash. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in unrealized gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $6,780,330. Of this amount, $6,683,156 was charged to stockholders’ deficit upon the completion of the IPO and $97,174 was expensed due to allocating certain offering costs to the warrant liability. The allocation was based on relative value at the date of the IPO. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022, the Company has not experienced losses on these account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total benefit for income taxes is comprised of the following: March 31, December 31, 2022 2021 Current expense $ - $ - Deferred benefit 93,124 62,042 Change in valuation allowance (84,036 ) (42,890 ) Total income tax benefit $ 9,088 $ 19,152 The net deferred tax assets and liabilities in the accompanying balance sheet included the following components: March 31, December 31, 2022 2021 Deferred tax assets $ 155,166 $ 62,042 Deferred tax liabilities - - Valuation allowance for deferred tax assets (126,926 ) (42,890 ) Net deferred tax assets $ 28,240 $ 19,152 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: March 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Valuation allowance -22.00 % -27.50 % Income tax benefit -1.00 % -6.50 % Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 11,500,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A 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. At March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (6,900,000 ) Class A common stock issuance costs (6,217,687 ) Plus: Accretion of carrying value to redemption value 15,992,687 Class A common stock subject to possible redemption $ 117,875,000 Net Income per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private Placement Warrants (see Note 4) to purchase 8,175,000 Common Stock at $11.50 per share were issued on October 29, 2021. At March 31, 2022 and December 31, 2021, no Public Warrants or Private Placement Warrants have been exercised. The 12,487,500 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended March 31, 2022 and December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the months ended Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 895,110 $ 223,778 Denominator: Weighted average shares outstanding 11,500,000 2,875,000 Basic and dilution net income per share $ 0.08 $ 0.08 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment and the Private Placement Warrants qualify for liability accounting treatment. Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 60,000 Founder Shares sold to certain independent directors as of October 14, 2021, was $362,673, or $6.04 per share. The Company used a Monte Carlo Model Simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange traded funds which aligns with Company’s stated industry target and present value factor was based on risk-free rate and terms until the exercise date. The Company’s Founder Shares sold to independent directors were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Management believes that the occurrence of the performance condition is not probable; therefore, no stock-based compensation expense has been recognized during the period from March 31, 2021 (inception) through March 31, 2022. Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 12, 2021, with no impact upon adoption. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such Class A common stock included in the Units being offered, the “Public Shares”), and one-half a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants On October 29, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale of 8,175,000 Private Placement Warrants in a private placement transaction at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,175,000. Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO which is being 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. |
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 31, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs on the Company’s behalf in consideration of 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”). The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial stockholders had agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Subsequent to December 31, 2021, since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related-Party Loans On March 31, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). Any amounts drawn via this loan have been fully paid off and the Note has been cancelled. In addition, 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. If a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, no Working Capital Loans were outstanding. Due to affiliate The Company entered into an agreement, commencing on the date of its listing on Nasdaq through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $5,000 for office space, secretarial and administrative services. As of March 31, 2022 and December 31, 2021, $25,000 and $10,000 respectively has been accrued under this arrangement. |
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 Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration rights agreement dated October 26, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. On October 29, 2021, the underwriters elected to fully exercise the over-allotment option and purchased 1,500,000 Units. The underwriters were paid an underwriting discount of $0.20 per unit, or $2,300,000 in the aggregate upon the closing of the IPO and exercise of the over-allotment option. Additionally, the underwriters are entitled to $0.35 per unit, or $4,025,000 in the aggregate as a deferred underwriting commission. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of the deferred underwriting commission may be allocated to third parties at the discretion of the Sponsor. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Note 7 — Stockholders’ Equity (Deficit) Class A Common stock— Class A common stock subject to possible redemption. Class B Common stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock — Public Warrants - Redemption of warrants when the price per Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants) as follows: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period;” and ● if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period. When the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by the Company so long as they are held by the Company’s sponsor or its permitted transferees. No fractional Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A common stock to be issued to the holder. Please see the section entitled “Description of Securities — Warrants — Public Stockholders’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Private Warrants - The exercise price and number of shares of Common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common stock or equity-linked securities. |
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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The Company determines the level in the fair value hierarchy within which each fair value measurement falls based on the lowest level input that is significant to the fair value measurements and performs an analysis of the assets and liabilities at each reporting period end. At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at 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 March 31, 2022 Quoted Prices in Active Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investment in Trust Account - Money Market Fund $ 117,888,851 $ 117,888,851 $ - $ - Liabilities: Derivative Warrant Liability - Private Warrants $ 3,188,250 $ - $ - 3,188,250 Description December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investment in Trust Account - Money Market Fund $ 117,876,981 $ 117,876,851 $ - $ - Liabilities: Derivative Warrant Liability - Private Warrants $ 4,741,500 $ - $ - $ 4,741,500 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Company recognized $23,086,200 for the derivative warrant liabilities upon their issuance on October 29, 2021. The Sponsor paid an aggregate of $8,175,000 for Private Placement Warrants with an initial aggregate fair value of $23,086,200. The difference between the purchase price and the initial fair value on the Private Placement closing date of $14,911,200 was described as a Private Placement Warrant adjustment to record warrant at initial fair value at issuance date and recorded against accumulated deficit. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: At At December 31, March 31, 2021 2022 Stock Price $ 9.85 $ 9.98 Exercise Price 11.5 11.5 Term (years) 5.83 5.83 Selected Volatility 10 % 5.9 % Risk Free Rate 1.34 % 2.38 % Dividend Yield 0.00 % 0.00 % At March 31, 2022 and December 31, 2021, the fair value of the Private Placement Warrants was $0.39 and $0.58, respectively. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Warrants Fair value as of December 31, 2021 $ 4,741,500 Change in fair value (1,553,250 ) Fair value as of March 31, 2022 $ 3,188,250 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period December 31, 2021 through March 31, 2022. |
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 through the date the financial statements were to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K and the final prospectus filed by the Company with the SEC on April 5, 2022 and November 29, 2021, respectively. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year end December 31, 2022 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, as an emerging growth company the Company can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 financial statements. Significant estimates in these financial statements include those related to the fair value of the Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2022 and December 31, 2021, all of the assets held in the Trust Account were invested in a money markets fund that only invests in U.S. treasuries and cash. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in unrealized gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $6,780,330. Of this amount, $6,683,156 was charged to stockholders’ deficit upon the completion of the IPO and $97,174 was expensed due to allocating certain offering costs to the warrant liability. The allocation was based on relative value at the date of the IPO. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022, the Company has not experienced losses on these account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total benefit for income taxes is comprised of the following: March 31, December 31, 2022 2021 Current expense $ - $ - Deferred benefit 93,124 62,042 Change in valuation allowance (84,036 ) (42,890 ) Total income tax benefit $ 9,088 $ 19,152 The net deferred tax assets and liabilities in the accompanying balance sheet included the following components: March 31, December 31, 2022 2021 Deferred tax assets $ 155,166 $ 62,042 Deferred tax liabilities - - Valuation allowance for deferred tax assets (126,926 ) (42,890 ) Net deferred tax assets $ 28,240 $ 19,152 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: March 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Valuation allowance -22.00 % -27.50 % Income tax benefit -1.00 % -6.50 % |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 11,500,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A 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. At March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (6,900,000 ) Class A common stock issuance costs (6,217,687 ) Plus: Accretion of carrying value to redemption value 15,992,687 Class A common stock subject to possible redemption $ 117,875,000 |
Net Income per Common Stock | Net Income per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private Placement Warrants (see Note 4) to purchase 8,175,000 Common Stock at $11.50 per share were issued on October 29, 2021. At March 31, 2022 and December 31, 2021, no Public Warrants or Private Placement Warrants have been exercised. The 12,487,500 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended March 31, 2022 and December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the months ended Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 895,110 $ 223,778 Denominator: Weighted average shares outstanding 11,500,000 2,875,000 Basic and dilution net income per share $ 0.08 $ 0.08 |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment and the Private Placement Warrants qualify for liability accounting treatment. |
Stock Compensation Expense | Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 60,000 Founder Shares sold to certain independent directors as of October 14, 2021, was $362,673, or $6.04 per share. The Company used a Monte Carlo Model Simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange traded funds which aligns with Company’s stated industry target and present value factor was based on risk-free rate and terms until the exercise date. The Company’s Founder Shares sold to independent directors were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Management believes that the occurrence of the performance condition is not probable; therefore, no stock-based compensation expense has been recognized during the period from March 31, 2021 (inception) through March 31, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 12, 2021, with no impact upon adoption. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of benefit for income taxes | March 31, December 31, 2022 2021 Current expense $ - $ - Deferred benefit 93,124 62,042 Change in valuation allowance (84,036 ) (42,890 ) Total income tax benefit $ 9,088 $ 19,152 |
Schedule of deferred tax assets and liabilities | March 31, December 31, 2022 2021 Deferred tax assets $ 155,166 $ 62,042 Deferred tax liabilities - - Valuation allowance for deferred tax assets (126,926 ) (42,890 ) Net deferred tax assets $ 28,240 $ 19,152 |
Schedule of reconciliation of the statutory federal income tax rate | March 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Valuation allowance -22.00 % -27.50 % Income tax benefit -1.00 % -6.50 % |
Schedule of class A common stock reflected on the balance sheet | Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (6,900,000 ) Class A common stock issuance costs (6,217,687 ) Plus: Accretion of carrying value to redemption value 15,992,687 Class A common stock subject to possible redemption $ 117,875,000 |
Schedule of basic and diluted net loss per share | For the months ended Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 895,110 $ 223,778 Denominator: Weighted average shares outstanding 11,500,000 2,875,000 Basic and dilution net income per share $ 0.08 $ 0.08 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Description March 31, 2022 Quoted Prices in Active Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investment in Trust Account - Money Market Fund $ 117,888,851 $ 117,888,851 $ - $ - Liabilities: Derivative Warrant Liability - Private Warrants $ 3,188,250 $ - $ - 3,188,250 Description December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investment in Trust Account - Money Market Fund $ 117,876,981 $ 117,876,851 $ - $ - Liabilities: Derivative Warrant Liability - Private Warrants $ 4,741,500 $ - $ - $ 4,741,500 |
Schedule of quantitative information regarding Level 3 fair value measurements | At At December 31, March 31, 2021 2022 Stock Price $ 9.85 $ 9.98 Exercise Price 11.5 11.5 Term (years) 5.83 5.83 Selected Volatility 10 % 5.9 % Risk Free Rate 1.34 % 2.38 % Dividend Yield 0.00 % 0.00 % |
Schedule of changes in the fair value of Level 3 warrant liabilities | Private Warrants Fair value as of December 31, 2021 $ 4,741,500 Change in fair value (1,553,250 ) Fair value as of March 31, 2022 $ 3,188,250 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 29, 2021 | Mar. 31, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 115,000,000 | $ 7,500,000 |
Private placement warrants (in Shares) | 7,500,000 | |
Underwriting fees | $ 2,300,000 | |
Deferred underwriting fee payable | 4,025,000 | |
Other costs | $ 455,330 | |
Percentage of aggregate | 80.00% | |
Outstanding voting securities, percentage | 50.00% | |
Public shares (in Dollars per share) | $ 10.25 | |
Net tangible assets | $ 5,000,001 | |
Redeem of public share | 100.00% | |
Interest to pay dissolution expenses | $ 100,000 | |
Trust account assets (in Dollars per share) | $ 10.25 | |
Operating bank account | $ 1,333,758 | |
Working capital | 1,638,985 | |
Deposit amount | $ 11,907 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated IPO units (in Shares) | 11,500,000 | |
Sale of additional Units (in Shares) | 1,500,000 | |
Offering costs | $ 6,325,000 | |
Common stock percentage | 15.00% | |
over-allotment option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Over-allotment option (in Shares) | 1,500,000 | |
Additional gross proceeds | $ 15,000,000 | |
Exercise of over-allotment | $ 117,875,000 | |
Price per share (in Dollars per share) | $ 10.25 | |
Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 1 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Additional gross proceeds | $ 675,000 | |
Private placement warrants (in Shares) | 675,000 | |
Underwriting Fee [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Deferred underwriting fee payable | $ 4,025,000 | |
Class A Common Stock [Member] | Public Share [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Oct. 14, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 29, 2021 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Offering costs (in Dollars) | $ 6,780,330 | |||
Charged to stockholders (in Dollars) | 6,683,156 | |||
Warrant liability (in Dollars) | 97,174 | |||
Federal depository insurance corporation coverage limit (in Dollars) | $ 250,000 | |||
Common stock, per share (in Dollars per share) | $ 11.5 | |||
Fair value of founders share | 60,000 | |||
Sponsor share value (in Dollars) | $ 362,673 | |||
Sponsor per share (in Dollars per share) | $ 6.04 | |||
Private Placement Warrant [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Purchase shares of common stock | 8,175,000 | |||
Common stock, per share (in Dollars per share) | $ 1 | |||
Class A Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock subject to possible redemption | 11,500,000 | 11,500,000 | ||
Class A Common Stock [Member] | Private Placement Warrant [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock subject to possible redemption | 12,487,500 | 12,487,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of benefit for income taxes - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of benefit for income taxes [Abstract] | ||
Current expense | ||
Deferred benefit | 93,124 | 62,042 |
Change in valuation allowance | (84,036) | (42,890) |
Total income tax benefit | $ 9,088 | $ 19,152 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of deferred tax assets and liabilities [Abstract] | ||
Deferred tax assets | $ 155,166 | $ 62,042 |
Deferred tax liabilities | ||
Valuation allowance for deferred tax assets | (126,926) | (42,890) |
Net deferred tax assets | $ 28,240 | $ 19,152 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the statutory federal income tax rate | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of reconciliation of the statutory federal income tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Valuation allowance | (22.00%) | (27.50%) |
Income tax benefit | (1.00%) | (6.50%) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected on the balance sheet - Class A Common Stock [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Gross proceeds | $ 115,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (6,900,000) |
Class A common stock issuance costs | (6,217,687) |
Plus: Accretion of carrying value to redemption value | 15,992,687 |
Class A common stock subject to possible redemption | $ 117,875,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Class A Common Stock [Member] | |
Numerator: | |
Allocation of net income | $ | $ 895,110 |
Denominator: | |
Weighted average shares outstanding | shares | 11,500,000 |
Basic and dilution net income per share | $ / shares | $ 0.08 |
Class B Common Stock [Member] | |
Numerator: | |
Allocation of net income | $ | $ 223,778 |
Denominator: | |
Weighted average shares outstanding | shares | 2,875,000 |
Basic and dilution net income per share | $ / shares | $ 0.08 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Class A Common Stock [Member] - Initial Public Offering [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Sold units price (in Shares) | shares | 11,500,000 |
Price per unit | $ 10 |
Price per share | $ 11.5 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - Private Placement Warrants [Member] - USD ($) | Oct. 29, 2021 | Mar. 31, 2022 |
Private Placement Warrants (Details) [Line Items] | ||
Sale of stock share issued | 8,175,000 | |
Price per share | $ 1 | |
Generating gross proceeds | $ 8,175,000 | |
Private placement warrant description | Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related-Party Transactions (Details) [Line Items] | |||
Cover expenses | $ 300,000 | ||
Working capital, description | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. | ||
Sponsor fee per month | $ 5,000 | ||
Accrued under arrangement | $ 25,000 | $ 10,000 | |
Over-Allotment Option [Member] | |||
Related-Party Transactions (Details) [Line Items] | |||
Founder shares (in Shares) | 375,000 | ||
Business Combination [Member] | |||
Related-Party Transactions (Details) [Line Items] | |||
Business combination, description | The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||
Founder Shares [Member] | Class B Common Stock [Member] | |||
Related-Party Transactions (Details) [Line Items] | |||
Sponsor paid | $ 25,000 | ||
Sponsor per share (in Dollars per share) | $ 0.009 | ||
Consideration of shares (in Shares) | 2,875,000 | ||
Common stock, per value (in Dollars per share) | $ 0.0001 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 29, 2021 | Mar. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Over-allotment option purchase | 1,500,000 | |
Underwriting discount | $ 0.2 | |
Underwriters per unit | $ 0.35 | |
Deferred underwriting commission | $ 4,025,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of additional units | 1,500,000 | |
Over-allotment option purchase | $ 2,300,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) | 3 Months Ended | |
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||
Common stock converted basis percentage | 20.00% | |
Preference shares authorized | 1,000,000 | 1,000,000 |
Public warrants expire term | 5 years | |
Warrants exercisable description | Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants) as follows: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period;” and ●if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Business combination description | In addition, if the Company issues additional shares of Common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common stock or equity-linked securities. | |
Class A Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 11,500,000 | 11,500,000 |
Common stock, shares outstanding | ||
Warrants redemption price per share (in Dollars per share) | $ / shares | $ 18 | |
Class B Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of vote for each share | 1 | |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | ||
Oct. 29, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||
Derivative warrant liabilities | $ 23,086,200 | ||
Sponsor paid | 8,175,000 | ||
Fair value amount | 23,086,200 | ||
Fair value, adjustment amount | $ 14,911,200 | ||
Fair value of private placement warrants (in Dollars per share) | $ 0.39 | ||
Private Placement Warrant [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Fair value of private placement warrants (in Dollars per share) | $ 0.58 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | ||
Investment in Trust Account - Money Market Fund | $ 117,888,851 | $ 117,876,981 |
Derivative Warrant Liability - Private Warrants | 3,188,250 | |
Description | ||
Derivative Warrant Liability - Private Warrants | 4,741,500 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | ||
Investment in Trust Account - Money Market Fund | 117,888,851 | 117,876,851 |
Derivative Warrant Liability - Private Warrants | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | ||
Investment in Trust Account - Money Market Fund | ||
Derivative Warrant Liability - Private Warrants | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | ||
Investment in Trust Account - Money Market Fund | ||
Derivative Warrant Liability - Private Warrants | 3,188,250 | |
Description | ||
Derivative Warrant Liability - Private Warrants | $ 4,741,500 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 3 Months Ended | |
Dec. 31, 2021 | Oct. 29, 2021 | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Stock Price (in Dollars per share) | $ 9.98 | $ 9.85 |
Exercise Price (in Dollars per share) | $ 11.5 | $ 11.5 |
Term (years) | 5 years 9 months 29 days | 5 years 9 months 29 days |
Selected Volatility | 5.90% | 10.00% |
Risk Free Rate | 2.38% | 1.34% |
Dividend Yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - Private Warrants [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of beginning balance | $ 4,741,500 |
Change in fair value | (1,553,250) |
Fair Value as of ending balance | $ 3,188,250 |