Cover Page
Cover Page - 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 | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Direct Selling Acquisition Corp. | |
Entity Central Index Key | 0001871745 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | DSAQ | |
Security Exchange Name | NYSE | |
Entity File Number | 001-40831 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Tax Identification Number | 86-3676785 | |
Entity Address, Address Line One | 5800 Democracy Drive | |
Entity Address, City or Town | Plano | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | 214 | |
Local Phone Number | 380-6020 | |
Entity Address, State or Province | TX | |
Units [Member] | ||
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 | DSAQ.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | DSAQ.WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 709,748 | $ 1,041,948 |
Prepaid expenses | 529,659 | 713,140 |
Total current assets | 1,239,407 | 1,755,088 |
Investments held in Trust Account | 234,638,898 | 234,618,018 |
Total Assets | 235,878,305 | 236,373,106 |
Liabilities: | ||
Franchise taxes payable | 50,000 | 60,274 |
Due to Related Party | 667 | 667 |
Accrued offering costs and expenses | 323,199 | 36,350 |
Total current liabilities | 373,866 | 97,291 |
Warrant liability | 5,800,000 | 11,600,000 |
Deferred underwriters' discount | 8,050,000 | 8,050,000 |
Total Liabilities | 14,223,866 | 19,747,291 |
Commitments and Contingencies (Note 7) | ||
Redeemable Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20 | 234,600,000 | 234,600,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,946,136) | (17,974,760) |
Total Stockholders' Deficit | (12,945,561) | (17,974,185) |
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit | 235,878,305 | 236,373,106 |
Common Class A [Member] | ||
Stockholders' Deficit: | ||
Common stock in value | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common stock in value | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated 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 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 23,000,000 | 23,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 380,000,000 | 380,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 5,750,000 | 5,750,000 |
Common Stock, Shares, Outstanding | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Formation and operating costs | $ 619 | $ 792,281 |
Loss from operations | (619) | (792,281) |
Other Income | ||
Bank Interest Income | 0 | 25 |
Interest on Trust investments | 0 | 20,880 |
Change in fair value of warrant liability | 0 | 5,800,000 |
Total other income | 0 | 5,820,905 |
Net income (loss) | $ (619) | $ 5,028,624 |
Common Class A [Member] | ||
Other Income | ||
Weighted average shares outstanding | 0 | 23,000,000 |
Basic and diluted net income (loss) | $ 0 | $ 0.17 |
Common Class B [Member] | ||
Other Income | ||
Weighted average shares outstanding | 0 | 5,750,000 |
Basic and diluted net income (loss) | $ 0 | $ 0.17 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member]Common Stock [Member] |
Balance Begining at Mar. 08, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Begining, shares at Mar. 08, 2021 | 0 | |||
Net income (loss) | (619) | 0 | (619) | $ 0 |
Balance end at Mar. 31, 2021 | (619) | 0 | (619) | $ 0 |
Balance ending ,shares at Mar. 31, 2021 | 0 | |||
Balance Begining at Dec. 31, 2021 | (17,974,185) | 0 | (17,974,760) | $ 575 |
Balance Begining, shares at Dec. 31, 2021 | 5,750,000 | |||
Net income (loss) | 5,028,624 | 0 | 5,028,624 | $ 0 |
Balance end at Mar. 31, 2022 | $ (12,945,561) | $ 0 | $ (12,946,136) | $ 575 |
Balance ending ,shares at Mar. 31, 2022 | 5,750,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (619) | $ 5,028,624 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liability | 0 | (5,800,000) |
Interest earned on investments held in Trust Account | 0 | (20,880) |
Changes in operating assets and liabilities: | ||
Prepaid assets | 0 | 183,481 |
Taxes payable | 0 | (10,274) |
Accrued offering costs and expenses | 619 | 286,849 |
Net cash used in operating activities | 0 | (332,200) |
Net change in cash | 0 | (332,200) |
Cash, beginning of period | 0 | 1,041,948 |
Cash, end of the period | $ 0 | $ 709,748 |
Organization, Business Operatio
Organization, Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations | Note 1 — Organization, Business Operations Direct Selling Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on March 9, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry. As of March 31, 2022, the Company had not commenced operations. All activity for the period from March 9, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below, and since the closing of the Public Offering, the search for a prospective initial Business Combination. The Company will not generate operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s Sponsor is DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on September 23, 2021 (the “Effective Date”). On September 28, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 11,700,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000. The Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended. A total of $234,600,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Public Offering, $10.20 per Unit sold in the Public Offering, including the proceeds of the sale of the Private Placement Warrants, is held in a Trust Account and invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the three month rights or pre-initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share) or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter) (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable The initial stockholders, Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination 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 other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor did it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under 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 the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic Liquidity and Capital Resources As of March 31, 2022, the Company had $709,748 in its operating bank account and working capital of $865,541. In order to finance transaction costs in connection with a Business Combination or any extension of the deadline by which the Company must consummate its initial Business Combination or liquidate, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. The Company will have only 15 18 2,300,000 0.10 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2022 . Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $709,748 and $1,041,948 in cash and did not have any cash equivalents as of March 31, 2022 or December 31, 2021. Investments Held in Trust Account As of March 31, 2022 and December 31, 2021, the Company had $234.6 million in investments held in the Trust Account upon closing of the Public Offering including the proceeds of the sale of the Private Placement Warrants. At March 31, 2022 investments held in the Trust Account include investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). At December 31, 2021, investments held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Deferred Offering Costs Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the Public Offering. Deferred offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Public Offering, offering costs associated with the Public Warrants and Private Placement Warrants were expensed. Offering costs associated with the Class A common stock were charged to the carrying value of the redeemable Class A common stock. Accordingly, on March 31, 2022, offering costs totaling $13,140,543 (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $490,543 of other offering costs) were recognized, $505,566 of which was allocated to the Public Warrants and Private Placement Warrants and immediately expensed and $12,634,977 was allocated to redeemable Class A common stock, reducing the carrying amount of such shares reported in temporary equity. Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 23,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its Charter provides that currently the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its Charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, on March 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.20 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, Net Income (Loss) Per Common stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 23,200,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per common stock for the three months ended March 31, 2022 and for the period from March 9, 2021 (inception) through March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common stock for each class of common stock. For the three months ended For the period from March 9, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock: Numerator: Allocation of net income (loss) $ 4,022,899 $ 1,005,725 $ — $ (619 ) Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 — — Basic and diluted net income (loss) per common stock $ 0.17 $ 0.17 $ — $ — Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value M e Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 non-current net-cash Warrants The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured non-current Income Taxes The Company accounts for income taxes under FASB 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These 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. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from March 9, 2021 (inception) through March 31, 2021. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s 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 accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering Disclosure | Note 3 — Initial Public Offering On September 28, 2021, Company consummated its Public Offering of 23,000,000 Units. Each Unit consists of one Class A common stock of the Company, par value $0.0001 per share, and one-half All of the 23,000,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If additional paid-in capital As of March 31, 2022 and December 31, 2021, the Class A common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds from the Public Offering $ 234,600,000 Less: Proceeds allocated to Public Warrants (8,740,000 ) Common stock issuance costs (12,634,977 ) Plus: Accretion of carrying value to redemption value 21,374,977 Contingently redeemable common stock $ 234,600,000 Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. 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 the 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 its 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after 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 adjacent to “Redemption of warrants for cash” 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 Public Warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Public Warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Public Warrants for Cash Once the Public Warrants become exercisable, the Company may redeem the outstanding Public 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 warrant holder; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant for any 20 trading days within a 30-trading day three The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Company, they may exercise their redemption right even if they are unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Private Placement Disclosure | Note 4 — Private Placement Simultaneously with the closing of the Public Offering, the Company’s Sponsor has purchased an aggregate of 11,700,000 Private Placement Warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $11,700,000 in the aggregate. The Private Placement Warrants are identical to the warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Note 5 — Related Party Transactions Founder Shares On June 7, 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 5,750,000 shares of the Company’s Class B common stock (the “founder shares”). The number of founder shares outstanding was determined based on the expectation that the total size of the Public Offering would be a maximum of 23,000,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the Public Offering. The initial stockholders, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; or (2) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements the Sponsor with respect to any founder shares (the “Lock-up”). Notwithstanding any 30-trading day the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans were non-interest bearing, Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At March 31, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has entered into an administrative services agreement on the effective date of the registration statement for the Public Offering pursuant to which the Company will pay of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the Company incurred and accrued $30,000 in administrative service fees. For the period from March 9, 2021 (inception) through March 31, 2021, the Company did not incur any fees for these services. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements Investment Held in Trust Account At March 31, 2022 investments held in the Trust Account include investments substantially held in a money market fund. As of December 31, 2021, the investments in the Company’s Trust Account consisted of $898 in cash and $234,617,120 in U.S. Treasury securities. All of the U.S. Treasury securities matured on March 31, 2022. The Company classifies its United States Treasury securities as held-to-maturity “Held-to-maturity Amortized Gross Gross Fair Value Cash $ 898 $ — $ — $ 898 U.S. Treasury Securities 234,617,120 — (9,623 ) 234,607,497 $ 234,618,018 $ — $ (9,623 ) $ 234,608,395 Warrants Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. On November 12, 2021, the Company’s Public Warrants began separately trading from the Class A common stock, included in the Company’s Units, on the New York Stock Exchange (the “NYSE”). The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The terms and conditions of the Company’s Private Placement Warrants are substantially the same as the Company’s Public Warrants. As such, they are economically equivalent and the Company’s warrant liability for the Private Placement Warrants is based on the price of the Company’s Public Warrants. The fair value of the Private Placement Warrants liability is classified within Level 2 of the fair value hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $8,050,000 of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Attorney Fees At March 31, 2022, the company has incurred $237,531 in attorney fees. These fees are contingent on the consummation of a Business Combination |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity (Deficit) | Note 8 — Stockholders’ Equity (Deficit) Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon 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 | |
Accounting Policies [Abstract] | |
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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2022 . |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $709,748 and $1,041,948 in cash and did not have any cash equivalents as of March 31, 2022 or December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of March 31, 2022 and December 31, 2021, the Company had $234.6 million in investments held in the Trust Account upon closing of the Public Offering including the proceeds of the sale of the Private Placement Warrants. At March 31, 2022 investments held in the Trust Account include investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). At December 31, 2021, investments held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the Public Offering. Deferred offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Public Offering, offering costs associated with the Public Warrants and Private Placement Warrants were expensed. Offering costs associated with the Class A common stock were charged to the carrying value of the redeemable Class A common stock. Accordingly, on March 31, 2022, offering costs totaling $13,140,543 (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $490,543 of other offering costs) were recognized, $505,566 of which was allocated to the Public Warrants and Private Placement Warrants and immediately expensed and $12,634,977 was allocated to redeemable Class A common stock, reducing the carrying amount of such shares reported in temporary equity. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 23,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its Charter provides that currently the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its Charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, on March 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.20 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, |
Net Income (Loss) Per Common stock | Net Income (Loss) Per Common stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 23,200,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per common stock for the three months ended March 31, 2022 and for the period from March 9, 2021 (inception) through March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common stock for each class of common stock. For the three months ended For the period from March 9, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock: Numerator: Allocation of net income (loss) $ 4,022,899 $ 1,005,725 $ — $ (619 ) Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 — — Basic and diluted net income (loss) per common stock $ 0.17 $ 0.17 $ — $ — |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value M e |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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 non-current net-cash |
Warrants | Warrants The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured non-current |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These 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. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from March 9, 2021 (inception) through March 31, 2021. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s 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 accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the three months ended For the period from March 9, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock: Numerator: Allocation of net income (loss) $ 4,022,899 $ 1,005,725 $ — $ (619 ) Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 — — Basic and diluted net income (loss) per common stock $ 0.17 $ 0.17 $ — $ — |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet | As of March 31, 2022 and December 31, 2021, the Class A common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds from the Public Offering $ 234,600,000 Less: Proceeds allocated to Public Warrants (8,740,000 ) Common stock issuance costs (12,634,977 ) Plus: Accretion of carrying value to redemption value 21,374,977 Contingently redeemable common stock $ 234,600,000 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation | Amortized Gross Gross Fair Value Cash $ 898 $ — $ — $ 898 U.S. Treasury Securities 234,617,120 — (9,623 ) 234,607,497 $ 234,618,018 $ — $ (9,623 ) $ 234,608,395 |
Organization, Business Operat_2
Organization, Business Operations - Additional Information (Detail) - USD ($) | Sep. 28, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Payments to acquire restricted investments | $ 234,600,000 | ||
Per share value of restricted assets | $ 10.20 | ||
Term of restricted investments | 180 days | ||
Cash | $ 709,748 | $ 1,041,948 | |
Net working capital | 865,541 | ||
Redemption Event [Member] | |||
Minimum net worth required for compliance | 5,000,001 | ||
Working Capital Loans [Member] | |||
Bank Overdrafts | 0 | $ 0 | |
Debt instrument, Convertible, Carrying amount of equity component | $ 1,500,000 | ||
Debt instrument, Convertible, Conversion price | $ 1 | ||
Maximum [Member] | |||
Period within which Business combination shall be completed from the closing of initial public offer | 18 months | ||
Minimum [Member] | |||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | ||
Equity method investment, Ownership percentage | 50.00% | ||
Period within which Business combination shall be completed from the closing of initial public offer | 15 months | ||
Private Placement Warrants [Member] | |||
Class of warrant or right issued during period, Warrants | 11,700,000 | ||
Lock in period | 30 days | ||
Common Class A [Member] | |||
Entity incorporation, Date of incorporation | Mar. 9, 2021 | ||
Temporary equity, Par or stated value per share | $ 0.0001 | ||
Proceeds from initial public offering, net of costs | $ 230,000,000 | ||
Common Class A [Member] | Private Placement Warrants [Member] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | ||
Class of warrant or right issued during period, Warrants, Price per warrant | 1 | ||
Proceeds from private placement warrants | $ 11,700,000 | ||
Public Share [Member] | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | ||
Share price | $ 10.20 | ||
Temporary equity, Liquidation preference per share | $ 10.20 | ||
IPO [Member] | |||
Cash deposited in restricted assets for extending business combination completion period, Amount | $ 2,300,000 | ||
Cash deposited in restricted assets for extending business combination completion period, Per share value | $ 0.10 | ||
Period of extension in business combination completion period | 3 months | ||
IPO [Member] | Common Class A [Member] | |||
Stock issued during period, Shares | 23,000,000 | ||
Temporary equity, Par or stated value per share | $ 0.0001 | ||
Shares issued, Price per share | $ 10 | ||
Proceeds from initial public offering, net of costs | $ 230,000,000 | ||
IPO [Member] | Warrant [Member] | Common Class A [Member] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Stock issued during period, Shares | 3,000,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Payments for underwriting expense | $ 0 | ||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||
Class of warrant or right issued during period, Warrants | 11,700,000 | ||
Class of warrant or right issued during period, Warrants, Price per warrant | 1 | ||
Proceeds from private placement warrants | $ 11,700,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash | $ 709,748 | $ 1,041,948 | ||
Cash, FDIC insured amount | 250,000 | 250,000 | ||
Deferred compensation liability classified noncurrent | 8,050,000 | 8,050,000 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | ||
Asset held in trust account, Noncurrent | 234,638,898 | $ 234,618,018 | ||
Fair value adjustments of warrants | $ 5,800,000 | $ 0 | $ (5,800,000) | |
Offering costs allocated to warrants | 505,566 | |||
Offering cost allocated to temporary equity | 12,634,977 | |||
Redemption Event [Member] | ||||
Minimum net worth required for compliance | 5,000,001 | |||
Ipo And Private Placement [Member] | Warrant [Member] | ||||
Total offering costs | 13,140,543 | |||
Payments for underwriting expense | 4,600,000 | |||
Deferred compensation liability classified noncurrent | 8,050,000 | |||
Other offering costs | $ 490,543 | |||
Class of warrant or right issued during period, Warrants | 23,200,000 | |||
Common Class A [Member] | ||||
Temporary equity, Shares outstanding | 23,000,000 | 23,000,000 | ||
Temporary equity, Redemption price per share | $ 10.20 | |||
Temporary equity, Accretion to redemption value, Adjustment | $ 21,374,977 | |||
Antidilutive securities excluded from computation of earnings per share, Amount | 23,200,000 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock issued during period, Shares | 23,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 0 | $ 4,022,899 |
Denominator | ||
Weighted-average shares outstanding | 0 | 23,000,000 |
Basic and diluted net income (loss) per common stock | $ 0 | $ 0.17 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (619) | $ 1,005,725 |
Denominator | ||
Weighted-average shares outstanding | 0 | 5,750,000 |
Basic and diluted net income (loss) per common stock | $ 0 | $ 0.17 |
Initial Public Offering Disclos
Initial Public Offering Disclosure - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Sep. 28, 2021 |
Number of days after consummation of business combination within which the filing shall be done | 15 days | |
Number of days after the consummation of Business Combination within which securities registration shall be effective | 60 days | |
Temporary Equity, Liquidation Preference | $ 23,000,000 | |
Share Price Equals Or Exceeds Eighteen USD [Member] | ||
Number of days determining share price | 3 days | |
Public Warrants [Member] | ||
Class of warrants, Exercise price adjustment percentage | 60.00% | |
Warrants and rights, Outstanding term | 5 years | |
Class of warrants or rights, Redemption price per warrant | 0.01 | |
Minimum notice period | 30 days | |
Common Class A [Member] | ||
Temporary equity, Par or stated value per share | $ 0.0001 | |
Proceeds from initial public offering | $ 230,000,000 | |
Common Class A [Member] | Share Price Less Than Nine Point Twenty USD [Member] | ||
Share price | $ 9.20 | |
Common Class A [Member] | Share Price Eighteen USD [Member] | Redemption Price Trigger [Member] | ||
Share price | 18 | |
Common Class A [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | ||
Share price | $ 18 | |
Number of trading days determining share price | 20 days | |
Number of consecutive trading days determining share price | 30 days | |
Common Class A [Member] | Public Warrants [Member] | ||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | |
Number of days determining volume weighted average trading price per share | 20 days | |
Common Class A [Member] | Public Warrants [Member] | Share Price Less Than Nine Point Twenty USD [Member] | ||
Volume weighted average trading price per share | $ 9.20 | |
Class of warrants, Exercise price adjustment percentage | 115.00% | |
Common Class A [Member] | Public Warrants [Member] | Share Price Eighteen USD [Member] | Redemption Price Trigger [Member] | ||
Class of warrants, Exercise price adjustment percentage | 180.00% | |
Common Class A [Member] | IPO [Member] | ||
Stock issued during period, Shares | 23,000,000 | |
Temporary equity, Par or stated value per share | $ 0.0001 | |
Common stock, Conversion basis | Each Unit consists of one Class A common stock of the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company | |
Shares issued, Price per share | $ 10 | |
Proceeds from initial public offering | $ 230,000,000 | |
Common Class A [Member] | IPO [Member] | Warrant [Member] | ||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 |
Initial Public Offering - Summa
Initial Public Offering - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items] | ||
Contingently redeemable common stock | $ 234,600,000 | $ 234,600,000 |
Common Stock [Member] | ||
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items] | ||
Gross proceeds from IPO | 234,600,000 | |
Proceeds allocated to Public Warrants | (8,740,000) | |
Common stock issuance costs | (12,634,977) | |
Accretion of carrying value to redemption value | 21,374,977 | |
Contingently redeemable common stock | $ 234,600,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Number of days after which business combination within which securities registration shall be effective | 30 days |
Private Placement Warrants [Member] | |
Class of warrant or right issued during period, Warrants | 11,700,000 |
Private Placement Warrants [Member] | Common Class A [Member] | |
Class of warrant or right issued during period, Warrants, Price per warrant | 1 |
Proceeds from Issuance of Warrants | $ | $ 11,700,000 |
Class of warrant or right, Number of securities called by each warrant or right | 1 |
Class of warrant or right, Exercise price of warrants or rights | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Sep. 28, 2021 | Jun. 07, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued related party costs | $ 0 | $ 30,000 | ||||
Working Capital Loans [Member] | ||||||
Debt instrument, Convertible, Carrying amount of equity component | $ 1,500,000 | $ 1,500,000 | ||||
Debt instrument, Convertible, Conversion price | $ 1 | $ 1 | ||||
Bank overdrafts | $ 0 | $ 0 | $ 0 | |||
Sponsor [Member] | Promissory Note [Member] | ||||||
Debt instrument, Face amount | $ 300,000 | $ 300,000 | ||||
Debt instrument, Maturity date range, End | Dec. 31, 2021 | |||||
Administration And Support Services [Member] | Affiliate Of The Sponsor [Member] | ||||||
Related party transaction, Amounts of transaction | $ 10,000 | |||||
Founder Shares [Member] | ||||||
Percentage of outstanding shares after initial public offering | 20.00% | 20.00% | ||||
Lock in period | 1 year | |||||
Common Class A [Member] | Founder Shares Transfer Event [Member] | Share Price Equals Or Exceeds Twelve USD [Member] | ||||||
Share price | $ 12 | $ 12 | ||||
Number of trading days determining share price | 20 days | |||||
Number of consecutive trading days determining share price | 30 days | |||||
Threshold number of trading days determining share price | 150 days | |||||
Common Class A [Member] | IPO [Member] | ||||||
Stock issued during period, Shares | 23,000,000 | |||||
Common Class A [Member] | IPO [Member] | Maximum [Member] | Expected Event [Member] | ||||||
Stock issued during period, Shares | 23,000,000 | |||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||
Stock issued during period, Shares, Issued for services | 5,750,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation (Detail) | Dec. 31, 2021USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Amortized Cost and Carrying Value | $ 234,618,018 |
Gross Unrealized Losses | (9,623) |
Fair Value | 234,608,395 |
Cash [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Amortized Cost and Carrying Value | 898 |
Fair Value | 898 |
US Treasury Securities [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Amortized Cost and Carrying Value | 234,617,120 |
Gross Unrealized Losses | (9,623) |
Fair Value | $ 234,607,497 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2021USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Investment Held in Trust Account | $ 234,608,395 |
U.S. Money Market [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Investment Held in Trust Account | 898 |
U.S. Treasury Securities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Investment Held in Trust Account | $ 234,617,120 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | Mar. 31, 2022USD ($)Day | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Loss Contingencies [Line Items] | |||
Deferred compensation liability classified noncurrent | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 |
Attorney Fees | $ 237,531 | ||
Registration Rights Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Number of demands that can be made | Day | 3 | ||
Underwriting Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of payments for underwriting expense | (2.00%) | ||
Payments for underwriting expense | $ 4,600,000 | ||
Percentage of deferred compensation liability classified noncurrent | 3.50% | 3.50% | |
Deferred compensation liability classified noncurrent | $ 8,050,000 | $ 8,050,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common Stock, Shares Authorized | 380,000,000 | 380,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Temporary Equity, Shares Issued | 23,000,000 | 23,000,000 |
Temporary Equity, Shares Outstanding | 23,000,000 | 23,000,000 |
Common Stock, Voting Rights | one | |
Percentage Of Common Stock Outstanding | 20.00% | |
Common Class B [Member] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 5,750,000 | 5,750,000 |
Common Stock, Shares, Outstanding | 5,750,000 | 5,750,000 |
Common Stock, Voting Rights | one |