ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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☐ Yes ☒
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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☐ Yes ☒
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Large accelerated filer
☐
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Accelerated filer
☐
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☒
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Smaller reporting company
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Emerging growth company
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2
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Item 1.
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2 | ||
Item 1A.
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13 | ||
Item 1B.
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45 | ||
Item 2.
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45 | ||
Item 3.
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45 | ||
Item 4.
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45 | ||
46 | |||
Item 5.
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46 | ||
Item 6.
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47
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Item 7.
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47 | ||
Item 7A.
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53 | ||
Item 8.
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53
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Item 9.
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53 | ||
Item 9A.
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53
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Item 9B.
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55 | ||
Item 9C.
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55 |
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56 | |||
Item 10.
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56 | ||
Item 11.
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60 |
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Item 12.
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61
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Item 13.
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62
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Item 14.
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64
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66
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Item 15.
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66
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Item 16.
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66 |
• |
our being a company with no operating history and no revenues;
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• |
our ability to select an appropriate target business or businesses;
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• |
our ability to complete our initial business combination, particularly given competition from other blank check companies and financial and strategic buyers;
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• |
our expectations around the performance of the prospective target business or businesses, including competitive prospects of the business following our initial business combination;
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• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination,
as a result of which they would then receive expense reimbursements;
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• |
our potential ability to obtain additional financing to complete our initial business combination;
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• |
the number, variety and characteristics of prospective target businesses;
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• |
our ability to consummate an initial business combination amidst the uncertainty resulting from the ongoing COVID-19 pandemic, and the effects of the ongoing pandemic on the
healthcare industry, the economy and any business or businesses with which we consummate our initial business combination;
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• |
the ability of our officers and directors to generate a number of potential acquisition opportunities;
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• |
our public securities’ potential liquidity and trading;
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• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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• |
the trust account not being subject to claims of third parties;
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• |
our financial performance; and
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• |
the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.
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Item 1. |
Business
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• |
Driving cost and margin efficiencies
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• |
Enabling the company to participate in previously out-of-reach growth opportunities
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• |
Improving excess cash flow to facilitate superior capital allocation
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• |
Feeding a virtuous cycle of multiple expansion in public markets
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• |
Traditional due diligence. We will conduct a thorough due diligence review which will encompass, among other things: meetings with incumbent management and employees;
document reviews; inspection of facilities; as well as a review of financial, operational, legal and other information which will be made available to us.
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• |
Strategic business plan build. We will work hand-in-hand with incumbent management to jointly build a strategic business plan in order to guide the company’s growth,
operations, and strategy following a business combination.
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• |
Established companies with good reputations and track records, but meaningful opportunities for strategic repositioning and operational improvements
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• |
Growth prospects constrained by capital availability, operational expertise and national-scale capabilities, where the provision of one or more would enable participation in
previously off-limits commercial opportunities
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• |
Reliable demand profile that would drive recurring revenue
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• |
Significant untapped white space in home or adjacent markets
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• |
Competitive advantage relative to other players
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• |
Appropriate valuation
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• |
Benefits from being a public company
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• |
Ambitious management who welcome our capital and the involvement of our management team as a growth enabler
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• |
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
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• |
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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• |
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the
tender offer rules, and
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• |
file proxy materials with the SEC.
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Item 1A. |
Risk Factors.
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• |
restrictions on the nature of our investments; and
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• |
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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• |
registration as an investment company;
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• |
adoption of a specific form of corporate structure; and
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• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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• |
may significantly dilute the equity interest of existing investors;
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• |
may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
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• |
could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss
carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
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• |
may adversely affect prevailing market prices for our Units, Class A common stock and/or warrants.
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• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of
certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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• |
our inability to pay dividends on our common stock;
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• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our
ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;
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• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
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• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy; and
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• |
other disadvantages compared to our competitors who have less debt.
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• |
solely dependent upon the performance of a single business, property or asset, or
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• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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• |
a limited availability of market quotations for our securities;
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• |
reduced liquidity for our securities;
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• |
a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading market for our securities;
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• |
a limited amount of news and analyst coverage; and
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• |
a decreased ability to issue additional securities or obtain additional financing in the future.
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(i) |
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a
price (the “Newly Issued Price”) of less than $9.20 per share;
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(ii) |
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the consummation of our initial business combination (net of redemptions); and
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(iii) |
the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of (i) the volume weighted average trading price
of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) and (ii) the Newly Issued Price, and the $18.00
per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
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• |
we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;
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• |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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• |
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and
responsibilities.
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• |
higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
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• |
rules and regulations regarding currency redemption;
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• |
complex corporate withholding taxes on individuals;
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• |
laws governing the manner in which future business combinations may be effected;
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• |
tariffs and trade barriers;
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• |
regulations related to customs and import/export matters;
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• |
longer payment cycles and challenges in collecting accounts receivable;
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• |
tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;
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• |
currency fluctuations and exchange controls;
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• |
rates of inflation;
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• |
cultural and language differences;
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• |
employment regulations;
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• |
data privacy;
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• |
changes in industry, regulatory or environmental standards within the jurisdictions where we operate;
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• |
public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic;
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• |
crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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• |
deterioration of political relations with the United States; and
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• |
government appropriations of assets.
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• |
Competition could reduce profit margins;
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• |
Our inability to comply with governmental regulations affecting the healthcare industry could negatively affect our operations;
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• |
An inability to license or enforce intellectual property rights on which our business may depend;
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• |
The success of our planned business following consummation of our initial business combination may depend on maintaining a well-secured business and technology infrastructure;
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• |
Continuing government and private efforts to contain healthcare costs, including through the implementation of legal and regulatory changes, may reduce our future revenue and our
profitability following an initial business combination;
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• |
Changes in the healthcare related wellness industry and markets for such products affecting our customers or retailing practices could negatively impact customer relationships and our
results of operations;
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• |
The healthcare services industry is susceptible to significant liability exposure. If liability claims are brought against us following our initial business combination, it could
materially adversely affect our operations;
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• |
Dependence of our operations upon third-party suppliers or contractors whose failure to perform adequately could disrupt our business;
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• |
The Affordable Care Act, possible changes to it or its repeal, and how it is implemented could negatively impact our business; and
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• |
A disruption in supply could adversely impact our business.
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Item 1B. |
Unresolved Staff Comments
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Item 2. |
Properties
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Item 3. |
Legal Proceedings
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Item 4. |
Mine Safety Disclosures
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities
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Item 6. |
[Reserved]
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk
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Item 8. |
Financial Statements and Supplementary Data
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A. |
Controls and Procedures
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Item 9B. |
Other Information
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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Item 10. |
Directors, Executive Officers, and Corporate Governance
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Name
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Age
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Title
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David T. Blair
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52
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Chairman of the Board
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Martin J. Payne
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53
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President and Director
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Joshua B. Lynn
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41
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Chief Executive Officer
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John Stanfield
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40
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Chief Financial Officer
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Tao Tan
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36
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Chief Operating Officer
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Michael P. Donovan
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63
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Director
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Brian T. Griffin
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63
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Director
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Jeanne L. Manischewitz
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48
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Director
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• |
the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;
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• |
pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and
procedures;
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• |
reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;
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• |
setting clear hiring policies for employees or former employees of the independent registered public accounting firm;
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• |
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
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• |
obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal
quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess
the independent registered public accounting firm’s independence;
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• |
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm,
including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
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• |
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such
transaction; and
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• |
reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any
correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting
standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
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• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief
Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
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• |
reviewing and making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the
compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval of our other officers;
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• |
reviewing on an annual basis our executive compensation policies and plans;
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• |
implementing and administering our incentive compensation equity-based remuneration plans;
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• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
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• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
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• |
if required, producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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Item 11. |
Executive Compensation
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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• |
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
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• |
each of our executive officers and directors; and
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• |
all our executive officers and directors as a group.
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Class A Common Stock
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Class B Common Stock(1)
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|||||||||||||||||||
Name of Beneficial Owner
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Number of
Shares
Beneficially
Owned
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Approximate
Percentage
of Class
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Number of
Shares
Beneficially
Owned
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Approximate
Percentage
of
Class
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Approximate
Percentage of Outstanding
Common Stock
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|||||||||||||||
Healthcare Services Acquisition Holdings LLC(2)(3)
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-
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-
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8,190,000
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98.9
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%
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19.8
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%
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|||||||||||||
David T. Blair
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-
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-
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-
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-
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-
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|||||||||||||||
Martin J. Payne
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-
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-
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-
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-
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-
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|||||||||||||||
Joshua B. Lynn
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-
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-
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-
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-
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-
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|||||||||||||||
John Stanfield
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-
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-
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-
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-
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-
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|||||||||||||||
Tao Tan
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-
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-
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-
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-
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-
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|||||||||||||||
Michael P. Donovan
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-
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-
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30,000
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*
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*
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|||||||||||||||
Brian T. Griffin
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-
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-
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30,000
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*
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*
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|||||||||||||||
Jeanne L. Manischewitz
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-
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-
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30,000
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*
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*
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|||||||||||||||
BlackRock, Inc.(4)
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2,112,000 |
6.38
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% |
-
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-
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5.10
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% | |||||||||||||
Glazer Capital, LLC (5) |
2,011,316 | 6.07 | % | - | - | 4.86 | % | |||||||||||||
All executive officers and directors as a group (seven individuals)
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-
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-
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90,000
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1.1
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%
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*
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*
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Less than one percent.
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(1) |
Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.
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(2) |
The shares reported above are held in the name of our Sponsor. Our Sponsor is managed by a board of managers consisting of David Blair, Martin Payne and Joshua Lynn. Any action by our
Sponsor with respect to our company or the shares reported above, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the so-called “rule of three,” because voting and
dispositive decisions are made by a majority of our Sponsor’s managers, none of the managers of our Sponsor is deemed to be a beneficial owner of our Sponsor’s securities, even those in which such manager holds a pecuniary interest.
Accordingly, none of our officers is deemed to have or share beneficial ownership of the Securities held by our sponsor.
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(3) |
Includes up to 1,320,000 shares of Class B common stock held by our Sponsor that our Sponsor has agreed to sell to our Anchor Investor upon consummation of our initial business
combination. See “Certain Relationships and Related Party Transactions, and Director Independence.”
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(4) |
Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 8, 2022. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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(5) |
Based on a Schedule 13G filed by Glazer Capital, LLC and Paul J. Glazer with the SEC on February 14, 2022. The principal business address for
each reporting person is 250 West 55th Street, Suite 30A, New York, New York 10019.
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence
|
• |
Payment to our Sponsor of $20,000 per month, for up to 24 months, for office space, utilities and administrative support;
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• |
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
|
• |
Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended
initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per
warrant at the option of the lender.
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Item 14. |
Principal Accountant Fees and Services
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Item 15. |
Exhibits and Financial Statement Schedules
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(a) |
The following documents are filed as part of this Form 10-K:
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(1) |
Financial Statements:
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
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Balance Sheets
|
F-2
|
Statements of Operations
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F-3
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Statements of Changes in Stockholder’s Deficit
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F-4
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Statements of Cash Flows
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F-5
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Notes to Financial Statements
|
F-6
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(2) |
Financial Statement Schedules:
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(3) |
Exhibits
|
Exhibit
number
|
Description of exhibit
|
|
3.1
|
||
3.2
|
||
4.1
|
||
4.2
|
||
10.1
|
||
10.2
|
||
10.3
|
||
10.4
|
||
10.5
|
||
10.6+
|
||
10.7
|
||
24.1
|
||
31.1*
|
||
31.2*
|
||
32.1**
|
||
32.2**
|
* |
Filed herewith.
|
** |
Furnished herewith
|
+ |
Indicates a management contract or compensatory plan.
|
Item 16. |
Form 10-K Summary
|
By:
|
/s/ Joshua B. Lynn | ||
Name: Joshua B. Lynn
|
|||
Title: Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ David T. Blair |
Chairman of the Board
|
March 31, 2022
|
||
David T. Blair
|
||||
/s/ Joshua B. Lynn
|
Chief Executive Officer (Principal Executive Officer)
|
March 31, 2022
|
||
Joshua B. Lynn
|
||||
/s/ John Stanfield
|
Chief Financial Officer (Principal Financial Officer and Accounting Officer)
|
March 31, 2022
|
||
John Stanfield
|
||||
/s/ Martin J. Payne
|
President and Director
|
March 31, 2022
|
||
Martin J. Payne
|
||||
/s/ Michael P. Donovan
|
Director
|
March 31, 2022
|
||
Michael P. Donovan
|
||||
/s/ Brian T. Griffin
|
Director
|
March 31, 2022
|
||
Brian T. Griffin
|
||||
/s/ Jeanne L. Manischewitz
|
Director
|
March 31, 2022
|
||
Jeanne L. Manischewitz
|
|
|
Page No.
|
|
|
|
|
F-1
|
|
|
Financial Statements:
|
|
|
F-2
|
|
|
F-3
|
|
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F-4
|
|
|
F-5
|
|
|
F-6
|
Item 1. Financial Statements.
|
December 31, |
||||||||
2021 | 2020 | |||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash
|
$ |
$
|
|
|||||
Prepaid expenses
|
|
|||||||
Total current assets
|
|
|||||||
Investments held in Trust Account
|
|
|||||||
Total Assets
|
$ |
$
|
|
|||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ |
$
|
|
|||||
Accrued expenses
|
|
|||||||
Due to related party
|
|
|||||||
Franchise tax payable
|
|
|||||||
Total current liabilities
|
|
|||||||
Deferred underwriting commissions
|
|
|||||||
Accrued liabilities |
||||||||
Note payable |
||||||||
Derivative warrant liabilities |
||||||||
Total Liabilities
|
|
|||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption, $
|
|
|||||||
Stockholders’ Deficit:
|
||||||||
Preferred stock, $
|
|
|||||||
Class A common stock, $
|
|
|||||||
Class B common stock, $
|
|
|||||||
Additional paid-in capital
|
|
|||||||
Accumulated deficit
|
( |
) |
(
|
)
|
||||
Total Stockholders’ deficit
|
( |
) |
(
|
)
|
||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
|
$ |
$
|
|
For the Year ended
December 31, 2021
|
For the Period from
August 26, 2020
(Inception) through
December 31, 2020
|
|||||||
General and administrative expenses
|
$ |
$
|
|
|||||
General and administrative expenses - related party
|
|
|||||||
Franchise tax expense
|
|
|||||||
Total operating expenses
|
( |
) |
(
|
)
|
||||
Other income (expenses): |
||||||||
Loss upon issuance of private placement warrants
|
( |
) | ||||||
Change in fair value of derivative warrant liabilities
|
( |
) | ||||||
Transaction costs allocated to derivative warrant liabilities
|
( |
) | ||||||
Investment income (loss) on Trust Account
|
(
|
)
|
||||||
Net income (loss)
|
$ |
$ |
(
|
)
|
||||
Weighted average shares outstanding of Class A common stock
|
|
|||||||
Basic and diluted net income (loss) per share, Class A common stock
|
$ | $ | ( |
) | ||||
Weighted average shares outstanding of Class B common stock
|
|
|||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$ |
$
|
(
|
)
|
Common Stock
|
|
Total
|
||||||||||||||||||||||||||
Class A
|
Class B
|
Additional Paid-In
|
Accumulated
|
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance - August 26, 2020 (inception)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
Issuance of Class B common stock to Sponsor
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption amount
|
-
|
|
-
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance - December 31, 2020
|
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
)
|
$ |
(
|
)
|
||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance - December 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
For the Year ended
December 31, 2021
|
For the Period
from August 26,
2020 (Inception)
through December 31, 2020
|
|||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss)
|
$ |
$
|
(
|
)
|
||||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Loss (income) from investments held in Trust Account
|
( |
) |
|
|||||
Change in fair value of derivative warrant liabilities
|
( |
) | ||||||
Loss upon issuance of private placement warrants
|
||||||||
Transaction costs allocated to derivative warrant liabilities
|
||||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(
|
)
|
||||||
Accounts payable
|
|
|||||||
Accrued expenses
|
( |
) |
|
|||||
Due to related party
|
( |
) |
|
|||||
Franchise tax payable
|
|
|||||||
Accrued liabilities
|
||||||||
Net cash used in operating activities
|
( |
) |
(
|
)
|
||||
Cash Flows from Investing Activities
|
||||||||
Investment income released from Trust Account to pay franchise taxes | ||||||||
Cash deposited in Trust Account | ( |
) | ||||||
Net cash provided by (used in) investing activities
|
( |
) | ||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds received from note payable to related party
|
|
|
||||||
Repayment of note payable to related party
|
(
|
)
|
||||||
Proceeds from issuance of Class B common stock to Sponsor
|
|
|||||||
Proceeds received from initial public offering, gross
|
|
|||||||
Proceeds received from private placement
|
|
|||||||
Offering costs paid
|
(
|
)
|
||||||
Net cash provided by financing activities
|
|
|||||||
Net change in cash
|
( |
) |
|
|||||
Cash - beginning of the period
|
|
|||||||
Cash - end of the period
|
$ |
$
|
|
|||||
Supplemental disclosure of noncash activities:
|
||||||||
Offering costs included in accrued expenses
|
$ |
$
|
|
|||||
Offering costs included in accounts payable
|
$ |
$
|
|
|||||
Deferred underwriting commissions in connection with the initial public offering
|
$ |
$
|
|
● |
Level 1, defined as observable inputs such as quoted prices 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.
|
For the Year ended December 31, 2021
|
For the Period from August 26,
2020 (Inception) through
December 31, 2020
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income (loss) per common stock:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average common stock outstanding
|
|
|
|
|
||||||||||||
Basic and diluted net income (loss) per common stock
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
•
|
in whole and not in part;
|
|
•
|
at a price of $
|
|
•
|
upon a minimum of
|
|
•
|
if, and only if, the last reported sale price of Class A
common stock for any
|
•
|
in whole and not in part;
|
|
•
|
at $
|
|
•
|
if, and only if, the Reference Value equals or exceeds $
|
|
•
|
if and only if, the Reference Value is less than $
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Fair value of Public Warrants at issuance
|
(
|
)
|
||
Offering costs allocated to Class A common stock subject to redemption amount
|
(
|
)
|
||
Plus:
|
||||
Accretion on Class A common stock subject to possible redemption amount
|
|
|||
Class A common stock subject to possible redemption
|
$
|
|
Fair Value Measured as of December 31, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account - US Treasury Securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Derivative warrant liabilities - Private Placement Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
Fair Value Measured as of December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account - US Treasury Securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Derivative warrant liabilities - Private Placement Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
As of
December 31,
2020
|
||||
Option term (in years)
|
|
|||
Volatility
|
|
%
|
||
Risk-free interest rate
|
|
%
|
||
Expected dividends
|
|
%
|
||
Probability of successful initial business combination
|
|
%
|
Derivative warrant liabilities at January 1, 2021
|
$
|
|
||
Transfer of Public Warrants and Private Placement Warrants from Level 3:
|
(
|
|||
Derivative warrant liabilities at December 31, 2021
|
$
|
|
Derivative warrant liabilities at August 26, 2020 (inception)
|
$
|
|
||
Issuance of Public and Private Warrants
|
|
|||
Change in fair value of derivative warrant liabilities
|
|
|||
Derivative warrant liabilities at December 31, 2020
|
$
|
|
For the Year ended
December 31, 2021
|
For the Period from August 26,
2020 (Inception) through
December 31, 2020
|
|||||||
Current
|
||||||||
Federal
|
$ |
$
|
|
|||||
State
|
|
|||||||
Deferred
|
||||||||
Federal
|
( |
) |
(
|
)
|
||||
State
|
|
|||||||
Valuation allowance
|
|
|||||||
Income tax provision
|
$ |
$
|
|
December 31, 2021
|
December 31, 2020
|
|||||||
Deferred tax assets:
|
||||||||
Start-up/Organization costs
|
$
|
|
$ | |||||
Net operating loss carryforwards
|
|
|||||||
Total deferred tax assets
|
|
|||||||
Valuation allowance
|
(
|
)
|
( |
) | ||||
Deferred tax asset, net of allowance
|
$
|
|
$ |
For the Year ended
December 31, 2021
|
For the Period from August
26, 2020 (Inception) through
December 31, 2020
|
|||||||
Statutory federal income tax rate
|
% |
|
%
|
|||||
Change in fair value of derivative warrant liabilities
|
( |
)% | ( |
)% | ||||
Transaction costs allocated to derivative warrant liabilities
|
% | ( |
)% | |||||
Loss upon issuance of private placement warrants
|
% | ( |
)% | |||||
Change in valuation allowance
|
% |
(
|
)%
|
|||||
Income Tax (benefit) provision
|
% |
|
%
|
1. |
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Healthcare Services Acquisition Corporation (the “registrant”);
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 31, 2022
|
/s/ Joshua B. Lynn
|
|
Joshua B. Lynn
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
1. |
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Healthcare Services Acquisition Corporation (the “registrant”);
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 31, 2022
|
/s/ John Stanfield
|
|
John Stanfield
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|
1. |
the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m(a) or 78o(d)); and
|
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 31, 2022
|
/s/ Joshua B. Lynn |
|
Joshua B. Lynn
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
1. |
the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m(a) or 78o(d)); and
|
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 31, 2022
|
/s/ John Stanfield | |
John Stanfield
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|
Description of Organization, Business Operations and Basis of Presentation |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation |
Note 1—Description of Organization, Business Operations and Basis of Presentation
Healthcare Services Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware
on August 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of December 31, 2021, the Company had not commenced any operations. All activity for the period from August 26, 2020 (inception) through December
31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its initial Business Combination. The Company will not generate any operating revenues
until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its investments held in the trust account from the proceeds of its Initial Public
Offering.
The Company’s sponsor is Healthcare Services Acquisition Holdings LLC, a Delaware limited liability company
(the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated its Initial Public Offering of 33,120,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,320,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $331.2 million, and incurring
offering costs of approximately $18.9 million, inclusive of approximately $11.6 million in deferred underwriting commissions (Notes 2 and 5).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement
(“Private Placement”) of 8,624,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock,
Inc. (collectively, the “Anchor Investor”), generating proceeds of approximately $8.6 million (Notes 4 and 6).
Upon the closing of the Initial Public Offering and the Private Placement, $331.2 million ($10.00 per Unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S.
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the Trust Account as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the
sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of
at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the income
earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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.
The Company will provide the holders (the “Public Stockholders”) of the Public Shares 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 stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in
the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders
who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary
equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company
will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons,
the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents
with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares
purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the
completion of a Business Combination.
The Amended and Restated Certificate of Incorporation provides that the Public Stockholder, together with any
affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from
redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the
Company.
The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial
Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to
any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such
amendment.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 28, 2022 (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
business days thereafter, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law.
The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect
to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission
(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be
available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a
third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent,
confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the
Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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.
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which
means that when a standard is issued or revised and it has different application dates for public or private companies, 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.
Liquidity and Going Concern
As of December 31, 2021, the Company had approximately $743,000 in its operating bank account and working capital of approximately $0.9 million (not including franchise tax obligations of approximately $144,000 that may be paid using investment income
earned in the Trust Account).
The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the
cash payment of $25,000 from the Sponsor to purchase the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor
of approximately $174,000 under the Note (Note 4). The Company repaid the Note in full upon closing of the Initial Public Offering.
Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust
Account.
In connection with the management assessment of going concern considerations in accordance with FASB ASC 205-40, “Basis of Presentation - Going
Concern,” management has determined that liquidity condition, mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to complete a business combination
by the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 28, 2022. The financial statements do not include any adjustment that
might be necessary if the Company is unable to continue as a going concern.
Risks and Uncertainties
Management continues to evaluate the
impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the
specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Summary of Significant Accounting Policies |
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Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
Note 2—Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 had no cash equivalents held outside the Trust Account as of December 31, 2021 and December 31, 2020.
Investments Held in Trust Account
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s
investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments
are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these
securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and any cash held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value
Measurements” (“ASC 820”) equal or approximate the carrying amounts represented in the accompanying balance sheets due to their short-term nature except for derivative warrant liabilities (see Note 9).
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:
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.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public
Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities
were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the
completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation
of current liabilities.
Derivative warrant liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of
its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging”
(“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as
derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to
re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants, was initially calculated using a Monte Carlo model that assumes
optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Placement Warrants was initially calculated using the Black-Scholes Option Pricing Model since these
instruments do not have the early redemption feature. Beginning in January 2021, the fair value of the Public Warrants is determined based on the listed price in an active market for such warrants. As the transfer of Private Placement Warrants to
anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that
of each Public Warrant. The fair value of the Warrants as of December 31, 2021 is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability may be subject to change as more current
information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current
assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability
instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain
redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, 33,120,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit
section of the balance sheets.
Under
ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would
view the end of the reporting period as if it were also the redemption date of the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020, The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were
accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Stock
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares,
which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted
average shares of common stock outstanding for the respective period.
The
calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 25,184,000 shares of common stock because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury
stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021, and for the period from August 26, 2020 (inception) through December 31, 2020. Accretion
associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
The following table reflects the calculation of basic and diluted net income (loss) per common share.
Recent Accounting Standards
In August 2020, the FASB issued
Accounting Standard Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in
an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for
the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. As permitted by the standard, the Company has elected to early adopt this standard on January 1, 2021 with no impact upon
adoption.
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 condensed financial statements.
|
Initial Public Offering |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering |
Note 3—Initial Public Offering
On December 28, 2020, the Company consummated its Initial Public Offering of 33,120,000 Units, including 4,320,000 Over-Allotment Units, at
$10.00 per Unit, generating gross proceeds of $331.2 million, and incurring offering costs of approximately $18.9 million,
inclusive of approximately $11.6 million in deferred underwriting commissions. Of the Units sold
in the Initial Public Offering, an aggregate of 2,448,000 Units were purchased by the Anchor Investor.
Each Unit consists of one
share of Class A common stock, and . of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the
holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6)
|
Related Party Transactions |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 4—Related Party Transactions
Founder Shares
On September 2, 2020, the Sponsor purchased 8,625,000
shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. In October 2020, the Sponsor transferred an aggregate of 90,000 Founder Shares to the independent directors. Shares and the associated amounts have been retroactively restated to reflect: (i) in December 2020, the Sponsor forfeited 1,725,000 shares of Class B common stock and (ii) a stock dividend of 1,380,000 shares declared in December 2020 with respect to Class B common stock, resulting in an aggregate of 8,280,000
shares of Class B common stock outstanding. The Sponsor agreed to forfeit 1,080,000 Founder Shares to the extent that the
over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s
issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 28, 2020; thus, these 1,080,000 Founder Shares are no longer subject to forfeiture.
The Initial Stockholders agreed, subject to limited exceptions, not to
transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial
Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,624,000 Private Placement Warrants at a price of $1.00
per Private Placement Warrant to the Sponsor and the Anchor Investor, generating proceeds of approximately $8.6 million.
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds
from the sale of the Private Placement Warrants to the Sponsor and the Anchor Investor was added to the 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees.
The Sponsor, the Anchor Investor and the Company’s officers and directors agreed, subject to limited exceptions, not
to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business
Combination.
Related Party Loans
On September 2, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the
completion of the Initial Public Offering. The Company borrowed approximately $174,000 under the Note and repaid the Note in full upon
closing of the Initial Public Offering. No future borrowings are permitted under this loan.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or
certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). On December 13, 2021, as part of the Working Capital Loan, the Company entered an unsecured promissory note in the principal
amount of up to $5,000,000 with the Sponsor. This promissory note does not bear interest. If the Company completes a Business
Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a
Business Combination or, at the lenders’ discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants
of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement
Warrants. The outstanding balance under the Working Capital Loans amounted to $600,000 as of December 31, 2021.
Due to Related Party
The Company’s officers or directors pay for certain expenses on behalf of the Company. Such expenses are recorded as due to related party and reimbursed to the Company’s officers or directors. As of December 31, 2021 and 2020, there was $0 and $20,200 outstanding balance
in due to related party for these fees.
Administrative Services Agreement
Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination or the Company’s
liquidation, the Company agreed to pay the Sponsor a total of $20,000 per month for office space, utilities and administrative support.
For the year ended December 31, 2021
and for the period from August 26, 2020 (inception) through December 31, 2020, the Company incurred expenses of $240,000 and $6,000, respectively. As of December 31, 2021 and 2020, the Company had no balance outstanding on the accompanying balance sheets.
The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s
behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or
directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does
not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business
Combination.
|
Commitments and Contingencies |
12 Months Ended |
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Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
Note 5—Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (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) were entitled to registration
rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day
option from the date of Initial Public Offering to purchase up to 4,320,000 additional Units to cover over-allotments, if any, at the
Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on December 28, 2020.
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.6 million in the aggregate, paid upon the closing of the
Initial Public Offering. An additional fee of $0.35 per unit, or approximately $11.6 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters 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.
Deferred Fees
The Company’s counsels agreed to defer certain fees until the consummation of the Company’s initial Business Combination. As of December 31,
2021 and 2020, there were $2,902,934 and $0 such fees in accrued liabilities presented on the accompanying balance sheets, respectively.
|
Derivative Warrant Liabilities |
12 Months Ended | ||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||
Derivative Warrant Liabilities [Abstract] | |||||||||||||||||||||||||
Derivative Warrant Liabilities |
Note 6—Derivative Warrant Liabilities
As of December 31, 2021 and December 31, 2020, the Company has 16,560,000 Public Warrants and 8,624,000 Private Placement Warrants
outstanding.
Public Warrants may only be exercised for a whole
number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company
has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to
exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its
commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those
shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
The warrants have an exercise price of $11.50 per share, subject to adjustments,
and will expire five years after the completion of a Business Combination
or earlier upon redemption or liquidation. 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 (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 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 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 under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to
the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon 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, except as provided below under “-Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00,” the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, the Anchor Investor
or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investor 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.
Redemption of warrants when the price per share
of Class A common stock equals or exceeds $18.00:
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect
to the Private Placement Warrants):
The Company will not redeem the warrants as
described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A
common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.
Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00:
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
The “fair market value” of Class A common stock
for the above purpose shall mean the volume-weighted average price of Class A common stock as reported during the 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 shares of Class A common stock per whole warrant (subject
to adjustment).
In no event will the Company be required to net cash settle any warrant. 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.
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Class A Common Stock Subject to Possible Redemption |
12 Months Ended | |||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | ||||||||||||||||||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption |
Note 7—Class A Common Stock Subject to Possible Redemption
The Company’s Class A common stock feature certain
redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 33,120,000 shares of Class A common stock outstanding subject to possible redemption.
The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:
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Stockholders' Deficit |
12 Months Ended |
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Dec. 31, 2021 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit |
Note 8—Stockholders’ Deficit
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001
per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding.
Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021 and 2020, there were 33,120,000
shares of Class A common stock issued or outstanding, all of which were subject to possible redemption, and are classified as temporary equity (see Note 7).
Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2021 and 2020, there were 8,280,000
Class B ordinary shares issued and outstanding, which reflects the share capitalizations as discussed in Note 4.
Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Other than as described below, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a
vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law.
The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial
Business Combination at a ratio such that the number of shares of the Class A common stock at the time of the initial Business Combination on a one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. 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 the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of
Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A
common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20%
of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with
the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and any private placement-equivalent warrants issued to the
Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as
provided above, at any time.
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Fair Value Measurements |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Note 9—Fair Value Measurements
The following tables present information about the Company’s financial assets and liabilities that are
measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020, respectively, by level within the fair value hierarchy:
As of December 31, 2020, the fair value of Public Warrants, was calculated using a Monte Carlo model that
assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do
not have the early redemption feature. The most significant input was volatility and significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The following table
provides quantitative information regarding Level 3 fair value measurements inputs at December 31, 2020:
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated
fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants
was transferred from a Level 3 measurement to a Level 2 fair value measurement at the same time as Public Warrants, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement
Warrants having substantially the same terms as the Public Warrants.
Level 1 instruments include investments invested in government securities and Public Warrants. The Company
uses quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
Level 2 instruments include Private Placement Warrants. The Company uses the same quoted market prices from
dealers or brokers, and other similar sources as Public Warrants to determine the fair value of its investments.
The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the
year ended December 31, 2021 and for the period from August 26, 2020 (inception) through December 31, 2020 is summarized as follows:
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Income Taxes |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
Note 10—Income Taxes
The Company’s taxable income primarily consists of interest income on the Trust Account net of franchise tax expense. The Company’s general and
administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense
for the year ended December 31, 2021 and the period from August 26, 2020 (inception) through December 31, 2020.
The income tax provision (benefit) consists of the following:
The Company’s net deferred tax assets are as follows:
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts
become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. 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.
A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follow:
There were no unrecognized tax
benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties as of December 31,
2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing
authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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Subsequent Events |
12 Months Ended |
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Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events |
Note 11—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date that the financial
statements were available to be issued. Based on this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the financial statements.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of
these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
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Description of Organization, Business Operations and Basis of Presentation (Policies) |
12 Months Ended |
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Dec. 31, 2021 | |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |
Basis of Presentation |
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
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Summary of Significant Accounting Policies (Policies) |
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Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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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 no cash equivalents held outside the Trust Account as of December 31, 2021 and December 31, 2020.
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Investments Held in Trust Account |
Investments Held in Trust Account
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s
investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments
are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these
securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and any cash held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.
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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 FASB ASC Topic 820, “Fair Value
Measurements” (“ASC 820”) equal or approximate the carrying amounts represented in the accompanying balance sheets due to their short-term nature except for derivative warrant liabilities (see Note 9).
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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:
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.
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Offering Costs Associated with the Initial Public Offering |
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public
Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities
were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the
completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation
of current liabilities.
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Derivative warrant liabilities |
Derivative warrant liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of
its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging”
(“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as
derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to
re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants, was initially calculated using a Monte Carlo model that assumes
optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Placement Warrants was initially calculated using the Black-Scholes Option Pricing Model since these
instruments do not have the early redemption feature. Beginning in January 2021, the fair value of the Public Warrants is determined based on the listed price in an active market for such warrants. As the transfer of Private Placement Warrants to
anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that
of each Public Warrant. The fair value of the Warrants as of December 31, 2021 is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability may be subject to change as more current
information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current
assets or require the creation of current liabilities.
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Class A Common Stock Subject to Possible Redemption |
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability
instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain
redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, 33,120,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit
section of the balance sheets.
Under
ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would
view the end of the reporting period as if it were also the redemption date of the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
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Income Taxes |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020, The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were
accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since inception.
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Net Income (Loss) Per Share of Common Stock |
Net Income (Loss) Per Share of Common Stock
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares,
which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted
average shares of common stock outstanding for the respective period.
The
calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 25,184,000 shares of common stock because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury
stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021, and for the period from August 26, 2020 (inception) through December 31, 2020. Accretion
associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
The following table reflects the calculation of basic and diluted net income (loss) per common share.
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Recent Accounting Standards |
Recent Accounting Standards
In August 2020, the FASB issued
Accounting Standard Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in
an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for
the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. As permitted by the standard, the Company has elected to early adopt this standard on January 1, 2021 with no impact upon
adoption.
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 condensed financial statements.
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Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Common Share |
The following table reflects the calculation of basic and diluted net income (loss) per common share.
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Class A Common Stock Subject to Possible Redemption (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | ||||||||||||||||||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption |
The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:
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Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following tables present information about the Company’s financial assets and liabilities that are
measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020, respectively, by level within the fair value hierarchy:
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Level 3 Fair Value Measurement Inputs | The following table
provides quantitative information regarding Level 3 fair value measurements inputs at December 31, 2020:
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Change in Fair Value of Derivative Warrant Liabilities |
The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the
year ended December 31, 2021 and for the period from August 26, 2020 (inception) through December 31, 2020 is summarized as follows:
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Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Provision (Benefit) |
The income tax provision (benefit) consists of the following:
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Deferred Tax Assets |
The Company’s net deferred tax assets are as follows:
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Reconciliation of Statutory Federal Income Tax Rate (Benefit) |
A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follow:
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Description of Organization, Business Operations and Basis of Presentation, Liquidity and Going Concern (Details) - USD ($) |
4 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Dec. 28, 2020 |
Sep. 02, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Liquidity and Capital Resources [Abstract] | ||||
Cash | $ 922,756 | $ 742,500 | ||
Working capital | 900,000 | |||
Franchise tax payable | 69,091 | 144,044 | ||
Proceeds from issuance of common stock | 25,000 | 0 | ||
Proceeds from the loan sponsor | $ 174,000 | $ 600,000 | ||
Sponsor [Member] | Promissory Note [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Proceeds from the loan sponsor | $ 174,000 | |||
Class B Common Stock [Member] | Sponsor [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 |
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - shares |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Shares subject to possible redemption (in shares) | 33,120,000 | 33,120,000 |
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Related Party Transactions, Private Placement Warrants (Details) - USD ($) |
4 Months Ended | 12 Months Ended | |
---|---|---|---|
Dec. 28, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Private Placement [Abstract] | |||
Gross proceeds from issuance of warrants | $ 8,624,000 | $ 0 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Private Placement [Member] | Class A Common Stock [Member] | |||
Private Placement [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 8,624,000 | ||
Share Price (in dollars per share) | $ 1.00 | ||
Gross proceeds from issuance of warrants | $ 8,600,000 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Holding period for transfer, assignment or sale of warrants | 30 days |
Related Party Transactions, Related Party Loans and Due to Related Party (Details) - USD ($) |
4 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Dec. 28, 2020 |
Sep. 02, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
Dec. 13, 2021 |
|
Related Party Loans [Abstract] | |||||
Proceeds from related party debt | $ 174,000 | $ 600,000 | |||
Due to related party | $ 20,200 | 0 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Loans [Abstract] | |||||
Related party transaction | $ 300,000 | ||||
Proceeds from related party debt | $ 174,000 | ||||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | |||||
Related Party Loans [Abstract] | |||||
Principal amount | $ 5,000,000 | ||||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Related Party Loans [Abstract] | |||||
Loans that can be converted into Warrants at lenders' discretion | $ 2,000,000.0 | ||||
Conversion price (in dollars per share) | $ 1.00 | ||||
Borrowings outstanding | $ 600,000 |
Related Party Transactions, Administrative Services Agreement (Details) - USD ($) |
4 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Administrative Services Agreement [Abstract] | ||
General and administrative expenses - related party | $ 5,807 | $ 240,000 |
Due to related party | 20,200 | 0 |
Administrative Support Agreement [Member] | ||
Administrative Services Agreement [Abstract] | ||
Monthly related party fee | 20,000 | |
General and administrative expenses - related party | 6,000 | 240,000 |
Due to related party | $ 0 | $ 0 |
Commitments and Contingencies (Details) |
Dec. 28, 2020
USD ($)
$ / shares
shares
|
Dec. 31, 2021
USD ($)
Demand
|
Dec. 31, 2020
USD ($)
|
---|---|---|---|
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 | ||
Underwriting discount | $ 6,600,000 | ||
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | ||
Deferred underwriting commissions | $ 11,600,000 | $ 11,592,000 | $ 11,592,000 |
Deferred Fees [Abstract] | |||
Accrued liabilities | $ 2,902,934 | $ 0 | |
Maximum [Member] | |||
Registration Rights [Abstract] | |||
Number of demands eligible security holder can make | Demand | 3 | ||
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Units issued (in shares) | shares | 4,320,000 |
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) |
Dec. 31, 2021 |
---|---|
Fair Value Measurements [Abstract] | |
Option term | 5 years |
Warrant [Member] | |
Fair Value Measurements [Abstract] | |
Option term | 1 year |
Warrant [Member] | Volatility [Member] | |
Fair Value Measurements [Abstract] | |
Measurement input | 0.2090 |
Warrant [Member] | Risk Free Interest Rate [Member] | |
Fair Value Measurements [Abstract] | |
Measurement input | 0.0036 |
Warrant [Member] | Expected Dividends [Member] | |
Fair Value Measurements [Abstract] | |
Measurement input | 0.0000 |
Warrant [Member] | Probability of Successful Initial Business Combination [Member] | |
Fair Value Measurements [Abstract] | |
Measurement input | 0.800 |
Fair Value Measurements, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Derivative Warrant Liabilities [Member] - USD ($) |
4 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | ||
Derivative warrant liabilities, beginning of period | $ 0 | $ 27,623,040 |
Change in fair value | 338,080 | |
Derivative warrant liabilities, end of period | 27,623,040 | 0 |
Public Warrants [Member] | ||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | ||
Transfer of Public Warrants and Private Placement Warrants from Level 3: | $ (27,623,040) | |
Public and Private Warrants [Member] | ||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | ||
Issuance of Public and Private Warrants | $ 27,284,960 |
Income Taxes, Income Tax Provision (Benefit) (Details) - USD ($) |
4 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Current [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred [Abstract] | ||
State | (24,357) | (821,237) |
Federal | 0 | 0 |
Valuation allowance | 24,357 | 821,237 |
Income tax (benefit) provision | $ 0 | $ 0 |
Income Taxes, Deferred Tax Assets (Details) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Deferred tax asset [Abstract] | ||
Start-up/Organizational costs | $ 829,228 | $ 8,142 |
Net operating loss carryforwards | 16,366 | 16,215 |
Total deferred tax asset | 845,594 | 24,357 |
Valuation allowance | (845,594) | (24,357) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes, Statutory Federal Income Tax Rate (Benefit) (Details) - USD ($) |
4 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Reconciliation of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of derivative warrant liabilities | (3.13%) | (28.74%) |
Transaction costs allocated to derivative warrant liabilities | (9.62%) | 0.00% |
Loss upon issuance of private placement warrants | (7.18%) | 0.00% |
Change in valuation allowance | (1.07%) | 7.74% |
Income tax (benefit) provision | 0.00% | 0.00% |
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
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