Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-41075 | |
Entity Registrant Name | Seaport Global Acquisition II Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1326052 | |
Entity Address, Address Line One | 360 Madison Avenue, 20th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 616-7700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001869824 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
Trading Symbol | SGIIU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | SGII | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 14,375,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | SGIIW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,593,750 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 725,336 | $ 954,598 |
Prepaid Expenses | 593,560 | 574,037 |
Total current assets | 1,318,896 | 1,528,635 |
Prepaid Expenses | 61,297 | |
Cash and securities held in Trust Account | 145,991,471 | 145,913,226 |
Total Assets | 147,310,367 | 147,503,158 |
Current liabilities: | ||
Accounts payable and accrued expenses | 168,023 | 5,303 |
Franchise tax payable | 48,817 | 25,561 |
Total current liabilities | 216,840 | 30,864 |
Deferred underwriting fee payable | 5,031,250 | 5,031,250 |
Warrant liability | 4,866,362 | 7,428,979 |
Total liabilities | 10,114,452 | 12,491,093 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 14,375,000 shares issued and outstanding at redemption value (at $10.15 per share) | 145,906,254 | 145,906,254 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (8,710,698) | (10,894,548) |
Total stockholders' deficit | (8,710,339) | (10,894,189) |
Total Liabilities and Stockholders' Deficit | 147,310,367 | 147,503,158 |
Class B Common Stock | ||
Stockholders' Deficit: | ||
Common stock | $ 359 | $ 359 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 14,375,000 | 14,375,000 |
Temporary equity, shares outstanding | 14,375,000 | 14,375,000 |
Temporary equity, redemption price per share | $ 10.15 | $ 10.15 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 3,593,750 | 3,593,750 |
Common shares, shares outstanding | 3,593,750 | 3,593,750 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
General and administrative expense | $ 408,195 |
Franchise tax expense | 48,817 |
Loss from operations | (457,012) |
Other income: | |
Gain on marketable securities held in Trust Account | 78,245 |
Change in fair value of warrant liability | 2,562,617 |
Total other income | 2,640,862 |
Net Income | 2,183,850 |
Class A Common Stock | |
Other income: | |
Allocation of net income as adjusted | $ 1,747,080 |
Basic and diluted net loss per share: | |
Basic weighted average number of shares outstanding | shares | 14,375,000 |
Diluted weighted average number of shares outstanding | shares | 14,375,000 |
Basic net loss per common share | $ / shares | $ 0.12 |
Diluted net loss per common share | $ / shares | $ 0.12 |
Class B Common Stock | |
Other income: | |
Allocation of net income as adjusted | $ 436,770 |
Basic and diluted net loss per share: | |
Basic weighted average number of shares outstanding | shares | 3,593,750 |
Diluted weighted average number of shares outstanding | shares | 3,593,750 |
Basic net loss per common share | $ / shares | $ 0.12 |
Diluted net loss per common share | $ / shares | $ 0.12 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 3 months ended Mar. 31, 2022 - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at the beginning at Dec. 31, 2021 | $ 145,906,254 | $ 359 | $ 0 | $ (10,894,548) | $ (10,894,189) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 14,375,000 | 3,593,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income for the period | $ 0 | $ 0 | $ 0 | 2,183,850 | 2,183,850 |
Balance at the end at Mar. 31, 2022 | $ 145,906,254 | $ 359 | $ (8,710,698) | $ (8,710,339) | |
Balance at the end (in shares) at Mar. 31, 2022 | 14,375,000 | 3,593,750 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash flows from operating activities: | |
Net income | $ 2,183,850 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (78,245) |
Change in fair value of warrant liability | (2,562,617) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 41,774 |
Accounts payable and accrued expenses | 162,720 |
Franchise tax payable | 23,256 |
Net cash used in operating activities | (229,262) |
Net change in cash | (229,262) |
Cash, beginning of period | 954,598 |
Cash, end of the period | $ 725,336 |
Organization and Business Opera
Organization and Business Operation | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1 — Organization and Business Operation Seaport Global Acquisition II Corp. (the “Company”) is a blank check company incorporated in Delaware on June 21, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not yet commenced any operations. All activity for the period June 21, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 17, 2021. On November 19, 2021, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the overallotment option to purchase an additional 1,875,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,531,250 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Seaport Global SPAC II, LLC (the “Sponsor”) generating gross proceeds of $7,531,250, which is described in Note 4. During 2021, IPO transaction costs amounted to $8,553,410, consisting of $2,875,000 for the underwriting discount, $5,031,250 of deferred underwriting compensation fees, and $647,160 of other offering costs. Offering costs amounted to $8,553,410, of which $8,174,948 were charged to temporary equity upon the completion of the Initial Public Offering and $378,462 were expensed to the statement of operations as of December 31, 2021. There was no such cost for the three months ended during March 31, 2022 although the Company continues to incur a non current liability in the amount of $5,031,250 for deferred underwriting fees. Following the closing of the Initial Public Offering on November 19, 2021 an amount of $145,906,250 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by February 19, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of March 31, 2022, the Company had cash outside the Trust Account of $725,336 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of March 31, 2022 and December 31, 2021, none of the amount in the Trust Account were available to be withdrawn as described above. 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. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The possibility exists that within the coming 12 months the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. Accordingly, the Company may not be able to obtain additional financing if and when needed. 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 through one year and one day from the date of issuance of these financial statements. These conditions raise substantial doubt about our ability to continue as a going concern. These 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. In connection with our assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business combination, raises substantial doubt about the our ability to continue as a going concern. We have until February 19, 2023 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 19, 2023. Risks and Uncertainties 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 statement was issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has 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 this financial statement. In addition, our search for a target company may be impacted by the current hostilities between Russia and Ukraine, inflationary effects, and other similar events and the status of debt and equity markets. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. The Company had $725,336 of cash as of March 31, 2022 and $954,598 of cash on December 31, 2021. Cash and Securities held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During three months ending March 31, 2022, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as a trading security in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Per ASC 320-10-25 Trading securities are bought and held principally for the purpose of selling them in the near term and therefore held for only a short period of time. Trading generally reflects active and frequent buying and selling, and trading securities are generally used with the objective of generating profits on short-term differences in price. However, at acquisition the Company is not precluded from classifying as trading a security it plans to hold for a longer period. Interest income is recognized when earned and included in the “interest income” line item in the statements of operations. Derivative Financial Instruments Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On November 19, 2021, the Company recorded an accretion of $20,121,068. As of March 31, 2022 and December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled for offering costs in the following table: Gross proceeds of initial public offering $ 139,711,628 Less: Proceeds allocated to public warrants (5,751,494) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,174,948) Plus: Re-measurement on Class A ordinary shares subject to possible redemption 20,121,068 Class A ordinary shares subject to possible redemption $ 145,906,254 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. In 2021, IPO Transaction costs amounted to $8,553,410, consisting of $2,875,000 for the underwriting discount, $5,031,250 of deferred underwriting compensation fees, and $647,160 of other offering costs. Offering costs amounted to $8,553,410, of which $8,174,948 were charged to temporary equity upon the completion of the Initial Public Offering and $378,462 were expensed to the statement of operations for the year ended December 31, 2021. There were no such cost for the three months ended March 31, 2022 although the Company continues to incur a non current liability in the amount of $5,031,250 for deferred underwriting fees.. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at March 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 7,531,250 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Below is a reconciliation of net income per common share: For the period ended March 31, 2022 Class A common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Net income $ 2,183,850 Net income attributable to Class A common stock subject to possible redemption 1,747,080 Denominator: Weighted average redeemable Class A common stock Weighted average shares outstanding, basic and diluted redeemable Class A common stock 14,375,000 Basic and diluted net income per share, redeemable Class A common share $ 0.12 Non-Redeemable Class B Common Stock Numerator: Net Income Net income $ 2,183,850 Non-Redeemable Net Income $ 436,770 Denominator: Weighted average non-redeemable Class B common stock Weighted average shares outstanding, basic and diluted non-redeemable Class B common stock 3,593,750 Basic and diluted net income per non-redeemable Class B common share $ 0.12 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Recent Accounting Standards In August 2020, the FASB issued 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 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. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2019-12, effective January 1, 2022, did not have a material impact on the Company’s financial statements and related footnote disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Public Offering | |
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering, on November 19, 2021, the Company sold 14,375,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 1,875,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement. | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,531,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $7,531,250 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In June 2021, the Company issued an aggregate of 3,593,750 shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. Subsequently, in August 2021, our Sponsor forfeited an aggregate of 718,750 shares for no consideration, thereby resulting in 3,593,750 remaining Founder Shares, including an aggregate of up to 468,750 Founder Shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option, 468,750 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note and Advances Related Party On June 21, 2021, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of June 21, 2022 or the completion of the Initial Public Offering. The outstanding balance under the Note was repaid on November 19, 2021. At March 31, 2022 and December 31, 2021, there were no borrowings outstanding. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At March 31, 2022 and December 31, 2021, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement, commencing on November 19, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the Company paid an aggregate of $30,000 for this Administrative Support Agreement. |
Investment Held in Trust Accoun
Investment Held in Trust Account | 3 Months Ended |
Mar. 31, 2022 | |
Investment Held in Trust Account | |
Investment Held in Trust Account | Note 6 —Investment Held in Trust Account As of March 31, 2022, the Company holds a Trust Account consisting of $624 in Cash and Sweep Funds and $145,990,847 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on May 26, 2022. The Company classifies its United States Treasury securities as trading securities in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments & Contingencies | |
Commitments & Contingencies | Registration Rights Pursuant to a registration rights agreement entered into on November 17, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liability | |
Warrant Liability | Note 9 – Warrant Liability The Company accounts for the warrants in accordance with the guidance contained in ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common shares issuable upon exercise of the Public Warrants and a current prospectus relating to such common shares. Notwithstanding the foregoing, if a registration statement covering the Class A common shares issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● upon not less than 30 days ’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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. In addition, once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● if the closing price of the shares of Class A common stock 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 is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock for the above purpose shall mean the volume-weighted average price of the Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public 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. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax | |
Income Tax | Note 10 – Income Tax The Company’s net deferred tax assets are as follows: March 31, 2022 Deferred tax asset Organizational costs/Startup expenses $ 101,087 Federal Net Operating loss 14,155 Total deferred tax asset 115,242 Valuation allowance (115,242) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: March 31, 2022 Federal Current $ — Deferred (115,242) State Current — Deferred — Change in valuation allowance 115,242 Income tax provision $ — As of March 31, 2022, the Company had $14,155 of U.S. federal net operating loss carryovers available to offset future taxable income which do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the three months ended March 31, 2022, the change in the valuation allowance was $115,242. A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31, 2022 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in warrant liability (24.6) % Change in valuation allowance 3.6 % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 11 — Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of March, 31, 2022 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2022 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 624 $ 624 $ — $ — U.S. Treasury Securities held in Trust Account 145,990,847 145,990,847 — — $ 145,991,471 $ 145,991,471 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 22 $ 22 $ — $ — U.S. Treasury Securities held in Trust Account 145,913,204 145,913,204 — — $ 145,913,226 $ 145,913,226 $ — $ — The following table presents information about the Company’s 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. March 31, December 31, November 19, Level 2022 Level 2021 Level 2021 Liabilities: Warrant Liability - Public Warrants 1 $ 2,365,406 1 $ 3,608,125 3 $ 5,751,494 Warrants Liability - Private Placement Warrants 3 2,500,956 3 3,820,854 3 6,194,622 Total Warrant Liability $ 4,866,362 $ 7,428,979 $ 11,946,116 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within the warrant liability on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of the warrant liabilities in the statement of operations. Initial Measurement The Company established the initial fair value for the Public Warrants and Private Placement Warrants on November 19, 2021, the date the Company consummated its Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A common stock and one-half The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: November 19, 2021 Input (Initial Measurement) Risk-free interest rate 1.33 % Expected term (years) 5.93 Expected volatility 13.5 % Stock price $ 9.6 As of November 19, 2021, the Public Warrants and Private Placement Warrants were determined to be $0.80 and $0.82 per warrant, respectively, for aggregate values of approximately $5.7 million and $6.2 million, respectively. Subsequent Measurements The Warrants are measured at fair value on a recurring basis. The subsequent measurements of the Public Warrants as of March 31, 2022 and December 31, 2021 are classified as Level 1 due to the use of an observable market quote in an active market and the subsequent measurement of the Private Placement Warrants as of March 31, 2022 and December 31, 2021 are classified Level 3 due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at the Subsequent Measurements: Input December 31, 2021 March 31, 2022 Risk-free interest rate 1.32 % 2.41 % Expected term (years) 5.63 5.57 Expected volatility 9.3 % 4.6 % Stock price $ 9.88 $ 9.91 As of December 31, 2021, the Public Warrants and Private Placement Warrants were determined to be approximately $0.502 and $0.507 per warrant for aggregate values of approximately $3.6 million and $3.8 million, respectively. As of March 31, 2022, the Public Warrants and Private Placement Warrants were determined to be approximately $0.329 and $0.332 per warrant for aggregate values of approximately $2.4 million and $2.5 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of December 31, 2021 $ 3,820,854 $ 3,608,125 $ 7,428,979 Change in valuation inputs or other assumptions (1,319,898) (1,242,719) (2,562,617) Fair value as of March 31, 2022 $ 2,500,956 $ 2,365,406 $ 4,866,362 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2022. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. The Company had $725,336 of cash as of March 31, 2022 and $954,598 of cash on December 31, 2021. |
Cash and Securities held in Trust Account | Cash and Securities held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During three months ending March 31, 2022, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as a trading security in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Per ASC 320-10-25 Trading securities are bought and held principally for the purpose of selling them in the near term and therefore held for only a short period of time. Trading generally reflects active and frequent buying and selling, and trading securities are generally used with the objective of generating profits on short-term differences in price. However, at acquisition the Company is not precluded from classifying as trading a security it plans to hold for a longer period. Interest income is recognized when earned and included in the “interest income” line item in the statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On November 19, 2021, the Company recorded an accretion of $20,121,068. As of March 31, 2022 and December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled for offering costs in the following table: Gross proceeds of initial public offering $ 139,711,628 Less: Proceeds allocated to public warrants (5,751,494) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,174,948) Plus: Re-measurement on Class A ordinary shares subject to possible redemption 20,121,068 Class A ordinary shares subject to possible redemption $ 145,906,254 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. In 2021, IPO Transaction costs amounted to $8,553,410, consisting of $2,875,000 for the underwriting discount, $5,031,250 of deferred underwriting compensation fees, and $647,160 of other offering costs. Offering costs amounted to $8,553,410, of which $8,174,948 were charged to temporary equity upon the completion of the Initial Public Offering and $378,462 were expensed to the statement of operations for the year ended December 31, 2021. There were no such cost for the three months ended March 31, 2022 although the Company continues to incur a non current liability in the amount of $5,031,250 for deferred underwriting fees.. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at March 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 7,531,250 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Below is a reconciliation of net income per common share: For the period ended March 31, 2022 Class A common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Net income $ 2,183,850 Net income attributable to Class A common stock subject to possible redemption 1,747,080 Denominator: Weighted average redeemable Class A common stock Weighted average shares outstanding, basic and diluted redeemable Class A common stock 14,375,000 Basic and diluted net income per share, redeemable Class A common share $ 0.12 Non-Redeemable Class B Common Stock Numerator: Net Income Net income $ 2,183,850 Non-Redeemable Net Income $ 436,770 Denominator: Weighted average non-redeemable Class B common stock Weighted average shares outstanding, basic and diluted non-redeemable Class B common stock 3,593,750 Basic and diluted net income per non-redeemable Class B common share $ 0.12 |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 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. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2019-12, effective January 1, 2022, did not have a material impact on the Company’s financial statements and related footnote disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Summary of reconciliation of class A common stock subject to possible redemption | As of March 31, 2022 and December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled for offering costs in the following table: Gross proceeds of initial public offering $ 139,711,628 Less: Proceeds allocated to public warrants (5,751,494) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,174,948) Plus: Re-measurement on Class A ordinary shares subject to possible redemption 20,121,068 Class A ordinary shares subject to possible redemption $ 145,906,254 |
Reconciliation of Net income per Common Share | For the period ended March 31, 2022 Class A common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Net income $ 2,183,850 Net income attributable to Class A common stock subject to possible redemption 1,747,080 Denominator: Weighted average redeemable Class A common stock Weighted average shares outstanding, basic and diluted redeemable Class A common stock 14,375,000 Basic and diluted net income per share, redeemable Class A common share $ 0.12 Non-Redeemable Class B Common Stock Numerator: Net Income Net income $ 2,183,850 Non-Redeemable Net Income $ 436,770 Denominator: Weighted average non-redeemable Class B common stock Weighted average shares outstanding, basic and diluted non-redeemable Class B common stock 3,593,750 Basic and diluted net income per non-redeemable Class B common share $ 0.12 |
Income Tax (Tables)
Income Tax (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax | |
Summary of significant components of the Company's deferred tax assets | March 31, 2022 Deferred tax asset Organizational costs/Startup expenses $ 101,087 Federal Net Operating loss 14,155 Total deferred tax asset 115,242 Valuation allowance (115,242) Deferred tax asset, net of allowance $ — |
Schedule of Income tax provision | March 31, 2022 Federal Current $ — Deferred (115,242) State Current — Deferred — Change in valuation allowance 115,242 Income tax provision $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in warrant liability (24.6) % Change in valuation allowance 3.6 % Income tax provision — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2022 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 624 $ 624 $ — $ — U.S. Treasury Securities held in Trust Account 145,990,847 145,990,847 — — $ 145,991,471 $ 145,991,471 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 22 $ 22 $ — $ — U.S. Treasury Securities held in Trust Account 145,913,204 145,913,204 — — $ 145,913,226 $ 145,913,226 $ — $ — |
Schedule of company's liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s 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. March 31, December 31, November 19, Level 2022 Level 2021 Level 2021 Liabilities: Warrant Liability - Public Warrants 1 $ 2,365,406 1 $ 3,608,125 3 $ 5,751,494 Warrants Liability - Private Placement Warrants 3 2,500,956 3 3,820,854 3 6,194,622 Total Warrant Liability $ 4,866,362 $ 7,428,979 $ 11,946,116 |
Schedule of quantitative information regarding Level 3 fair value measurements | The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: November 19, 2021 Input (Initial Measurement) Risk-free interest rate 1.33 % Expected term (years) 5.93 Expected volatility 13.5 % Stock price $ 9.6 The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at the Subsequent Measurements: Input December 31, 2021 March 31, 2022 Risk-free interest rate 1.32 % 2.41 % Expected term (years) 5.63 5.57 Expected volatility 9.3 % 4.6 % Stock price $ 9.88 $ 9.91 |
Schedule of change in the fair value of the warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of December 31, 2021 $ 3,820,854 $ 3,608,125 $ 7,428,979 Change in valuation inputs or other assumptions (1,319,898) (1,242,719) (2,562,617) Fair value as of March 31, 2022 $ 2,500,956 $ 2,365,406 $ 4,866,362 |
Organization and Business Ope_2
Organization and Business Operation (Details) | Nov. 19, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($) |
Organization and Business Operation | |||
Condition for future business combination number of businesses minimum | 1 | 1 | |
Transaction costs | $ 8,553,410 | ||
Underwriting discount | 2,875,000 | ||
Deferred underwriting compensation fees | $ 5,031,250 | 5,031,250 | |
Other offering costs | 647,160 | ||
Transaction costs associated with Initial Public Offering | $ 0 | 378,462 | |
Net proceeds from Initial Public Offering and sale of Private Placement Warrants | $ 145,906,250 | ||
Share price | $ / shares | $ 10.15 | $ 9.20 | |
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 20 | ||
Unit Price | $ / shares | $ 10.15 | ||
Redemption period upon closure | 10 days | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
Cash held outside trust account | $ 725,336 | ||
Private Placement Warrants | |||
Organization and Business Operation | |||
Price of warrant | $ / shares | $ 1 | ||
Maximum notes convertible into warrants, value | $ 1,500,000 | ||
Initial Public Offering | |||
Organization and Business Operation | |||
Sale of 14,375,000 Units (Shares) | shares | 14,375,000 | ||
Proceeds from issuance initial public offering | $ 143,750,000 | ||
Temporary Equity Offering Costs | $ 8,174,948 | ||
Private Placement | |||
Organization and Business Operation | |||
Price of warrant | $ / shares | $ 1 | ||
Private Placement | Private Placement Warrants | |||
Organization and Business Operation | |||
Number of warrants issued | shares | 7,531,250 | 7,531,250 | |
Price of warrant | $ / shares | $ 1 | ||
Proceeds from sale of warrants | $ 7,531,250 | $ 7,531,250 | |
Over-allotment option | |||
Organization and Business Operation | |||
Sale of 14,375,000 Units (Shares) | shares | 1,875,000 | ||
Purchase price, per unit | $ / shares | $ 10 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash equivalents | $ 725,336 | $ 954,598 | |
Unrecognized tax benefits | 0 | ||
Accrued for interest and penalties | 0 | ||
Transaction costs | 8,553,410 | ||
Underwriting discount | 2,875,000 | ||
Deferred underwriting compensation fees | 5,031,250 | 5,031,250 | |
Other offering costs | 647,160 | ||
Federal depository insurance coverage | 250,000 | ||
Temporary Equity, Accretion to Redemption Value, Adjustment | $ 20,121,068 | ||
Retained Earnings (Accumulated Deficit) | (8,710,698) | (10,894,548) | |
Transaction costs associated with Initial Public Offering | $ 0 | 378,462 | |
Initial Public Offering | |||
Temporary Equity Offering Costs | $ 8,174,948 |
Significant Accounting Polici_5
Significant Accounting Policies - Class A ordinary shares subject to possible redemption (Details) - USD ($) | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Re-measurement on Class A ordinary shares subject to possible redemption | $ 20,121,068 | ||
Class A ordinary shares subject to possible redemption, December 31, 2021 | $ 145,906,254 | $ 145,906,254 | |
Class A common stock subject to possible redemption | |||
Temporary Equity [Line Items] | |||
Gross proceeds of initial public offering | 139,711,628 | 139,711,628 | |
Proceeds allocated to public warrants | (5,751,494) | (5,751,494) | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (8,174,948) | (8,174,948) | |
Re-measurement on Class A ordinary shares subject to possible redemption | 20,121,068 | 20,121,068 | |
Class A ordinary shares subject to possible redemption, December 31, 2021 | $ 145,906,254 | $ 145,906,254 |
Significant Accounting Polici_6
Significant Accounting Policies - Net Income Per Share of Common Stock (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Antidilutive securities excluded from computation of earnings per share | 7,531,250 |
Class A Common Stock | |
Numerator: Net income allocable to Class A common stock subject to possible redemption | |
Net Income | $ | $ 1,747,080 |
Basic weighted average number of shares outstanding | 14,375,000 |
Diluted weighted average number of shares outstanding | 14,375,000 |
Earnings Per Share, Basic | $ / shares | $ 0.12 |
Earnings Per Share, Diluted | $ / shares | $ 0.12 |
Redeemable Class A common stock | |
Numerator: Net income allocable to Class A common stock subject to possible redemption | |
Net Income | $ | $ 2,183,850 |
Net income attributable to Class A common stock subject to possible redemption | $ | $ 1,747,080 |
Basic weighted average number of shares outstanding | 14,375,000 |
Diluted weighted average number of shares outstanding | 14,375,000 |
Earnings Per Share, Basic | $ / shares | $ 0.12 |
Earnings Per Share, Diluted | $ / shares | $ 0.12 |
Class B Common Stock | |
Numerator: Net income allocable to Class A common stock subject to possible redemption | |
Net Income | $ | $ 436,770 |
Basic weighted average number of shares outstanding | 3,593,750 |
Diluted weighted average number of shares outstanding | 3,593,750 |
Earnings Per Share, Basic | $ / shares | $ 0.12 |
Earnings Per Share, Diluted | $ / shares | $ 0.12 |
Non Redeemable Class B Common Stock | |
Numerator: Net income allocable to Class A common stock subject to possible redemption | |
Basic weighted average number of shares outstanding | 3,593,750 |
Diluted weighted average number of shares outstanding | 3,593,750 |
Earnings Per Share, Basic | $ / shares | $ 0.12 |
Earnings Per Share, Diluted | $ / shares | $ 0.12 |
Numerator: Net Income | |
Net income | $ | $ 2,183,850 |
Non-Redeemable Net Income | $ | $ 436,770 |
Public Offering (Details)
Public Offering (Details) - $ / shares | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
INITIAL PUBLIC OFFERING | |||
Number of shares in a unit | 1 | 1 | |
Number of warrants in a unit | 0.5 | 0.5 | |
Number of shares issuable per warrant | 1 | ||
Public Warrants | |||
INITIAL PUBLIC OFFERING | |||
Exercise price of warrants | $ 0.80 | $ 0.329 | $ 0.502 |
Class A Common Stock | |||
INITIAL PUBLIC OFFERING | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Initial Public Offering | |||
INITIAL PUBLIC OFFERING | |||
Number of units sold | 14,375,000 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | Public Warrants | |||
INITIAL PUBLIC OFFERING | |||
Purchase price, per unit | 10 | ||
Common shares, par value, (per share) | $ 0.0001 | ||
Over-allotment option | |||
INITIAL PUBLIC OFFERING | |||
Number of units sold | 1,875,000 | ||
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrant | $ 0.82 | 0.332 | $ 0.507 |
Price of warrants | 1 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrant | 11.50 | ||
Price of warrants | $ 1 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 7,531,250 | 7,531,250 | |
Price of warrants | $ 1 | ||
Proceeds from issuance of Private Placement Warrants | $ 7,531,250 | $ 7,531,250 | |
Number of shares issuable per warrant | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Class B Common Stock | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2021shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2022D$ / shares | Dec. 31, 2021$ / shares | |
Related Party Transaction [Line Items] | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Founder Shares | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock to Sponsor (in shares) | 3,593,750 | |||
Issuance of common stock to Sponsor | $ | $ 25,000 | |||
Shares forfeited | 718,750 | |||
Share dividend | 3,593,750 | |||
Aggregate number of shares owned | 468,750 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Shares no longer subject to forfeiture | 468,750 | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 21, 2021 |
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred and paid | $ 30,000 | |||
Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance of related party note | 0 | $ 0 | ||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance of related party note | 0 | $ 0 | ||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 10,000 | |||
Related Party Loans | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | |||
Loan conversion agreement warrant | $ 400,000 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Price of warrant | $ 1 |
Investment Held in Trust Acco_2
Investment Held in Trust Account (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Assets held in Trust Account | $ 145,991,471 | $ 145,913,226 |
U.S. Money Market | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Assets held in Trust Account | 624 | |
U.S. Treasury Securities | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Assets held in Trust Account | $ 145,990,847 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Mar. 31, 2022USD ($)item$ / shares | Dec. 31, 2021USD ($) |
Commitments & Contingencies | ||
Maximum number of demands for registration of securities | item | 3 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Deferred underwriting fee payable | $ | $ 5,031,250 | $ 5,031,250 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | 3 Months Ended | |
Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 14,375,000 | 14,375,000 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 3,593,750 | 3,593,750 |
Common shares, shares outstanding (in shares) | 3,593,750 | 3,593,750 |
Ratio to be applied to the stock in the conversion | 20 |
Warrant Liability (Details)
Warrant Liability (Details) | 3 Months Ended | |
Mar. 31, 2022D$ / sharesshares | Nov. 19, 2021$ / shares | |
Warrant Liability | ||
Public Warrants exercisable term from the closing of the Business Combination | 30 days | |
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 60 days | |
Warrant term | 5 years | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Number of trading days on which fair market value of shares is reported | D | 10 | |
Shares issuable per warrant | shares | 0.361 | |
Share price | $ 9.20 | $ 10.15 |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold period for filling registration statement after business combination | 20 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 180.00% | |
Threshold business days before sending notice of redemption to warrant holders | 30 days |
Income Tax - Deferred Tax (Deta
Income Tax - Deferred Tax (Details) | Mar. 31, 2022USD ($) |
Income Tax | |
Operating Loss Carryforwards | $ 14,155 |
Deferred tax assets: | |
Organizational costs/Startup expenses | 101,087 |
Federal Net Operating loss | 14,155 |
Total deferred tax asset | 115,242 |
Valuation allowance | $ (115,242) |
Income Tax - Provisions (Detail
Income Tax - Provisions (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Federal | |
Deferred | $ (115,242) |
Change in valuation allowance | $ 115,242 |
Income Tax - Effective tax rate
Income Tax - Effective tax rate (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax | |
Change in valuation allowance | $ 115,242 |
Statutory federal income tax rate | $ 21 |
State taxes, net of federal tax benefit | 0.00% |
Change in warrant liability | (24.60%) |
Change in valuation allowance | 3.60% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair value of warrants | $ 4,866,362 | $ 7,428,979 | |
Public Warrants | |||
Exercise price of warrants | $ 0.80 | $ 0.329 | $ 0.502 |
Fair value of warrants | $ 2,365,406 | $ 3,608,125 | |
Initial measurement on November 19, 2021 | $ 5,700,000 | ||
Private Placement Warrants | |||
Exercise price of warrants | $ 0.82 | $ 0.332 | $ 0.507 |
Fair value of warrants | $ 2,500,956 | $ 3,820,854 | |
Initial measurement on November 19, 2021 | $ 6,200,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of company's assets that are measured at fair value on a recurring basis (Detail) - Recurring - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets | $ 145,991,471 | $ 145,913,226 |
Level 1 | ||
Assets: | ||
Assets | 145,991,471 | 145,913,226 |
U.S. Treasury Securities | ||
Assets: | ||
Assets | 145,990,847 | 145,913,204 |
U.S. Treasury Securities | Level 1 | ||
Assets: | ||
Assets | 145,990,847 | 145,913,204 |
U.S. Money Market | ||
Assets: | ||
Assets | 624 | 22 |
U.S. Money Market | Level 1 | ||
Assets: | ||
Assets | $ 624 | $ 22 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of company's liabilities that are measured at fair value on a recurring basis (Details) - Recurring - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 19, 2021 |
Liabilities: | |||
Warrant Liability | $ 4,866,362 | $ 7,428,979 | $ 11,946,116 |
Level 1 | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 2,365,406 | 3,608,125 | |
Level 3 | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 5,751,494 | ||
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Warrant Liability | $ 2,500,956 | $ 3,820,854 | $ 6,194,622 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Nov. 19, 2021USD ($)shares | Mar. 31, 2022USD ($)shares | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of shares in a unit | shares | 1 | 1 | |
Number of warrants in a unit | shares | 0.5 | 0.5 | |
Fair value of warrants | $ 4,866,362 | $ 7,428,979 | |
Stock price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.6 | 9.91 | 9.88 |
Expected term (years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 5.93 | 5.57 | 5.63 |
Expected volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 13.5 | 4.6 | 9.3 |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 1.33 | 2.41 | 1.32 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value - beginning balance | $ 7,428,979 |
Change in valuation inputs or other assumptions | (2,562,617) |
Fair value - ending balance | 4,866,362 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value - beginning balance | 3,608,125 |
Change in valuation inputs or other assumptions | (1,242,719) |
Fair value - ending balance | 2,365,406 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value - beginning balance | 3,820,854 |
Change in valuation inputs or other assumptions | (1,319,898) |
Fair value - ending balance | $ 2,500,956 |