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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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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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PART I
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|||
Item 1.
|
2 |
||
Item 1A.
|
20 |
||
Item 1B.
|
52 |
||
Item 2.
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52 |
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Item 3.
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52 | ||
Item 4.
|
52 |
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PART II
|
|||
Item 5.
|
53 |
||
Item 6.
|
53 |
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Item 7.
|
54 |
||
Item 7A.
|
58 |
||
Item 8.
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58 |
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Item 9.
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58 |
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Item 9A.
|
58 |
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Item 9B.
|
58 |
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Item 9C.
|
58 |
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PART III
|
|||
Item 10.
|
59 |
||
Item 11.
|
63 |
||
Item 12.
|
64 |
||
Item 13.
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65 |
||
Item 14.
|
67 |
||
PART IV
|
|||
Item 15.
|
68 |
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Item 16.
|
68 |
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SIGNATURES
|
• |
our being a company with no operating history and no revenue;
|
• |
our ability to select an appropriate target business or businesses;
|
• |
our ability to complete our initial business combination;
|
• |
our expectations around the performance of a prospective target business or businesses;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
• |
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;
|
• |
the proceeds of the forward purchase shares being available to us;
|
• |
our potential ability to obtain additional financing to complete our initial business combination;
|
• |
our pool of prospective target businesses;
|
• |
our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic;
|
• |
the ability of our officers and directors to generate a number of potential business combination opportunities;
|
• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
• |
the trust account not being subject to claims of third parties; and
|
• |
our financial performance.
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ITEM 1. |
BUSINESS.
|
• |
Authenticity, Relevance and Track Record of the RRG and Capricorn partnership. RRG and Capricorn have a demonstrated track record of working together to create successful outcomes in developing water, food & agriculture, and energy projects since 2006. Over that time,
RRG and Capricorn have invested in eight deals together.
|
• |
Private to Public Experience. The combined team brings
strong operating experience in leading and developing real assets in both private and public markets. More specifically, the team has a successful track record of understanding public capital markets and leading the transition of
private companies into public markets.
|
• |
Deep Technical and Sector Understanding and Original Research. The team has a history of unlocking the value in overlooked opportunities by bringing a comprehensive understanding of the water, food & agriculture, renewable energy, and environmental resource management sectors, as well
as supporting technologies.
|
• |
Strong Operating Experience. Experience in deploying
value-creation strategies, including recruiting talented personnel, implementing system upgrades with the back-office systems, and delivering operating efficiency by implementing an analytically based approach to business metrics.
|
• |
Expansive Network of Partners. The RRG and Capricorn
partnership brings together two distinct, deep and highly complementary set of industry and capital markets relationships that create a robust network for sourcing opportunities.
|
• |
Have operations that align with the UN SDGs and with B Corp principles: We focus on businesses which have the potential to help address the global challenges identified by the UN SDGs and those that either are, or that we believe could become, a Certified B Corporation. We focus on, but
are not limited to, companies in the water, food & agriculture, renewable energy and environmental resource management sectors, as well as supporting technologies.
|
• |
Have a defensible market position: We seek to acquire a
business that has a defensible position within a target market because of its differentiated technology, economies of scale, defined barriers to entry, brand strength, distribution capabilities, vertical integration, or other
competitive advantages.
|
• |
Have a strong management team: We seek to partner with
management teams that are aligned with our commitment to generate positive impact and financial value. Where necessary, we may also look to complement and enhance the capabilities of the target business’ management team by recruiting
additional talent through our networks of contacts.
|
• |
Would benefit from our capabilities: We seek to acquire
a business where the collective capabilities of our management and sponsor can be leveraged to improve the operations, financial performance and market position of the target.
|
• |
Can be acquired at an attractive valuation for public market investors: We seek to be disciplined and valuation-centric when identifying and negotiating with the target companies.
|
• |
Have or could face succession issues: We aim to
leverage RRG’s and Capricorn’s networks to source companies that could benefit from becoming public to solve succession issues.
|
• |
Is sourced through our proprietary channels: We aim to
leverage RRG’s and Capricorn’s networks and differentiated access to our target sectors to source our business combination.
|
• |
Have an attractive financial profile: We seek to acquire
a business that has highly recurring, predictable revenue and cash flows to support reinvestment growth.
|
• |
Have opportunities for growth: We seek to acquire a
business that has little material technology, scale-up or market risk. We focus on companies where success is not premised on future capital raises to achieve growth plans, and there exists the potential to grow organically or through
add-on acquisitions.
|
• |
Would benefit from access to the public markets: We
seek to acquire a business that would benefit from better access to capital, an expansion of its investor base, or other benefits of becoming a public company.
|
Type of Transaction
|
|
Whether
Stockholder
Approval is
Required
|
Purchase of assets
|
|
No
|
Purchase of stock of target not involving a merger with the Company
|
|
No
|
Merger of target into a subsidiary of the Company
|
|
No
|
Merger of the Company with a target
|
|
Yes
|
• |
we issue shares of Class A common stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding or (b) have voting power equal to or in
excess of 20% of the voting power then outstanding;
|
• |
any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have 10% or greater interest), directly or indirectly, in
the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds 5% of the number of
shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or
|
• |
the issuance or potential issuance of common stock will result in our undergoing a change of control.
|
• |
the timing of the transaction, including in the event we determine stockholder approval would require additional time, and there is either not enough time to seek stockholder approval or doing so would
place the Company at a disadvantage in the transaction or result in other additional burdens on the Company;
|
• |
the timing of the transaction, including in the event we determine stockholder approval would require additional time, and there is either not enough time to seek stockholder approval or doing so would
place the Company at a disadvantage in the transaction or result in other additional burdens on the Company;
|
• |
the expected cost of holding a stockholder vote;
|
• |
the risk that the stockholders would fail to approve the proposed business combination;
|
• |
other time and budget constraints of the Company; and
|
• |
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
|
• |
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
|
• |
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.
|
• |
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
|
• |
file proxy materials with the SEC.
|
ITEM 1A. |
RISK FACTORS.
|
• |
restrictions on the nature of our investments; and
|
• |
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
|
• |
registration as an investment company;
|
• |
adoption of a specific form of corporate structure; and
|
• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
|
• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
• |
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;
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
• |
our inability to pay dividends on our common stock;
|
• |
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;
|
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
|
• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
|
• |
other disadvantages compared to our competitors who have less debt.
|
• |
may significantly dilute the equity interest of investors in our Initial Public Offering;
|
• |
may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
|
• |
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
|
• |
may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.
|
• |
solely dependent upon the performance of a single business, property or asset, or
|
• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
• |
governmental or regulatory actions relating to water rights, water quality or infrastructure, even if well intentioned;
|
• |
our inability to comply with governmental regulations and policies concerning renewable energy, such as energy development, electricity pricing and the process for interconnecting electricity generation, or
to obtain governmental approval for our products and/or business operations;
|
• |
governmental or regulatory actions which, among other things, establish standards for the treatment, storage and disposal of solid and hazardous waste, could subject us to responsibility and liability for
the cost of removal or remediation of hazardous substances;
|
• |
changes to labor regulations concerning minimum wages and minimum and maximum work hours or restricting the hiring of illegal immigrants;
|
• |
negative consumer beliefs about the use of biomass, including that it is the reason for increases in food prices, leads to air pollution, harms car and truck engines, and uses more fossil fuel than the
amount of energy it produces;
|
• |
changes in demographics that impact water demands, public policies that may be negative toward investment in water resources, water resources market conditions or inability to obtain or maintain sufficient
water supply;
|
• |
agricultural crops are vulnerable to crop disease, pests, and adverse weather conditions, and, because agricultural crops are perishable, unfavorable growing conditions can reduce both crop size and crop
quality;
|
• |
negative impacts of climate change, including an increased risk of flooding, degradation in the quality of groundwater aquifers, and expansion of agricultural weed and pest populations;
|
• |
the failure of food and agriculture quality control procedures could cause losses from liability to harmed persons, and negatively impact consumer perception;
|
• |
price fluctuations resulting from recessions, adverse weather conditions, natural disasters, political domestic and foreign trade, changes in supply and demand and other factors;
|
• |
difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are pursuing;
|
• |
legal claims arising with respect to any project having undisclosed or unknown environmental problems or as to which inadequate reserves have been established;
|
• |
need for substantial investments for infrastructure changes necessary for growth, such as additional rail and trucking capacity, additional storage facilities, advancement of technologies and updates to the
electric grid;
|
• |
the viability and continued growth in demand for renewable energy may be impacted by many factors outside of our control, including competition, market acceptance of renewable energy systems, availability
and amount of government subsidies and incentives, and prices of traditional utility-provided energy sources;
|
• |
difficulty in competing against established companies who may have greater financial resources and/or a more effective or established localized business presence;
|
• |
the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs with respect to their environmental or non-environmental
attributes;
|
• |
an inability to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service;
|
• |
difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel; and
|
• |
any significant disruption in our computer systems or those of third parties that we would utilize in our operations, including disruptions or failure of our networks, systems or technology as a result of
computer viruses, “cyber attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events.
|
• |
higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
|
• |
rules and regulations regarding currency redemption;
|
• |
complex corporate withholding taxes on individuals;
|
• |
laws governing the manner in which future business combinations may be effected;
|
• |
tariffs and trade barriers;
|
• |
regulations related to customs and import/export matters;
|
• |
longer payment cycles and challenges in collecting accounts receivable;
|
• |
tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;
|
• |
currency fluctuations and exchange controls;
|
• |
rates of inflation;
|
• |
cultural and language differences;
|
• |
employment regulations;
|
• |
data privacy;
|
• |
changes in industry, regulatory or environmental standards within the jurisdictions where we operate;
|
• |
public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic;
|
• |
crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
|
• |
deterioration of political relations with the United States; and
|
• |
government appropriations of assets.
|
• |
a limited availability of market quotations for our securities;
|
• |
reduced liquidity for our securities;
|
• |
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;
|
• |
a limited amount of news and analyst coverage; and
|
• |
a decreased ability to issue additional securities or obtain additional financing in the future.
|
• |
we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; and
|
• |
we have a compensation committee of our board that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS.
|
ITEM 2. |
PROPERTIES.
|
ITEM 3. |
LEGAL PROCEEDINGS.
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8. |
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A. |
CONTROLS AND PROCEDURES.
|
ITEM 9B. |
OTHER INFORMATION.
|
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
Name
|
Age
|
Position
|
|||
Nicole Neeman Brady
|
41
|
Chief Executive Officer and Director
|
|||
Eric Techel
|
47
|
Chief Financial Officer
|
|||
Robert Schultz
|
57
|
Chair of the Board of Directors
|
|||
Kathleen Brown
|
76
|
Director
|
|||
Andrew Kassoy
|
52
|
Director
|
|||
Annette Rodriguez-Ferrer
|
40
|
Director
|
• |
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s
qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm;
|
• |
the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;
|
• |
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;
|
• |
setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;
|
• |
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
|
• |
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;
|
• |
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”;
|
• |
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
|
• |
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.
|
• |
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 or our sponsor, 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;
|
• |
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;
|
• |
reviewing on an annual basis our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
|
• |
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.
|
ITEM 11. |
EXECUTIVE COMPENSATION.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
• |
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
• |
each of our officers and directors that beneficially owns shares of our common stock; and
|
• |
all our officers and, directors as a group.
|
Class A Common Stock
|
Class B Common Stock
|
|||||||||||||||
Name and Address of Beneficial Owner (1)
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of Class
|
Number of
Shares
Beneficially
Owned(2)
|
Approximate
Percentage
of Class
|
||||||||||||
Sustainable Development Sponsor, LLC (3)
|
-
|
-
|
7,831,250
|
99.1
|
%
|
|||||||||||
Nicole Neeman Brady
|
-
|
-
|
-
|
-
|
||||||||||||
Eric Techel
|
-
|
-
|
-
|
-
|
||||||||||||
Robert Schultz
|
-
|
-
|
-
|
-
|
%
|
|||||||||||
Kathleen Brown
|
-
|
-
|
25,000
|
*
|
||||||||||||
Andrew Kassoy
|
-
|
-
|
25,000
|
*
|
||||||||||||
Annette Rodriguez-Ferrer
|
-
|
-
|
25,000
|
*
|
||||||||||||
All directors and executive officers as a group (6 individuals)
|
-
|
-
|
75,000
|
*
|
%
|
|||||||||||
Other 5% Owners
|
||||||||||||||||
Saba Capital Management, L.P. (4)
|
1,872,702
|
5.9
|
%
|
-
|
-
|
|||||||||||
PEAK6 Capital Management LLC (5)
|
2,250,000
|
7.1
|
%
|
-
|
-
|
(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Sustainable Development Acquisition I Corp., 5701 Truxtun Avenue, Suite 201, Bakersfield, California 93309.
|
(2) |
Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.
|
(3) |
Our sponsor is the record holder of such shares. Each of Nicole Neeman Brady and Robert Schultz are managers of our sponsor’s board of managers. Any action by our sponsor with respect to our Company or the
founder shares, 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 founder shares held by our sponsor.
|
(4) |
According to a Schedule 13G filed on February 4, 2022, 1,872,702 shares were held for the account of funds affiliated with Saba Capital Management, L.P. The principal business office of each of the reporting
persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
|
(5) |
According to a Schedule 13G filed on February 14, 2022, 2,250,000 were held for the account of funds affiliated with PEAK6 Capital Management LLC. The principal business office of each of the reporting
persons is 141 W. Jackson Blvd, Suite 500, Chicago, IL 60604.
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
• |
reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
|
• |
repayment of loans that 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 converted into warrants, at a price of $1.00 per warrant at the option of
the lender.
|
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
(a) |
The following documents are filed as part of this Form 10-K:
|
(1) |
Financial Statements
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)
|
F-2
|
Financial Statements:
|
|
Balance Sheets
|
F-3
|
Statements of Operations
|
F-4
|
Statements of Changes in Stockholders’ Equity (Deficit)
|
F-5
|
Statements of Cash Flows
|
F-6
|
Notes to Financial Statements
|
F-7
|
(2) |
Financial Statement Schedules
|
(3) |
Exhibits
|
ITEM 16. |
FORM 10-K SUMMARY.
|
|
Page
|
Sustainable Development Acquisition I Corp. - Audited Financial Statements
|
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number )
|
F-2
|
Financial Statements:
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
December 31,
2021
|
December 31,
2020
|
|||||||
Assets:
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid Expenses
|
|
|
||||||
Total current assets
|
|
|
||||||
Prepaid expenses – non-current portion
|
|
|
||||||
Deferred offering costs
|
|
|
||||||
Marketable securities held in Trust Account
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
Liabilities and Stockholders’ Equity (Deficit)
|
||||||||
Accrued offering costs and expenses
|
$
|
|
$
|
|
||||
Promissory note - related party
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Deferred underwriting fee
|
|
|
||||||
Warrant liability
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Common stock subject to possible redemption,
|
|
|
||||||
Stockholders’ (Deficit) Equity:
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ (deficit) equity
|
(
|
)
|
|
|||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
|
$
|
|
(1) |
|
For the
Year Ended
December 31, 2021
|
For the Period
From December 16,
2020 (Inception)
through
December 31, 2020
|
|||||||
Operating costs
|
$
|
|
$
|
|
||||
Loss from Operations
|
(
|
)
|
(
|
)
|
||||
Other income (expense):
|
||||||||
Interest earned on marketable securities held in Trust Account
|
|
|
||||||
Offering costs allocated to warrants
|
(
|
)
|
|
|||||
Excess of fair value over cash received for private placement warrants
|
(
|
)
|
|
|||||
Change in fair value of warrant liability
|
|
|
||||||
Total other income
|
|
|
||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$
|
|
$
|
|
||||
Weighted average shares outstanding, Class B common stock (1)
|
|
|
||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$
|
|
$
|
(
|
)
|
(1) |
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholder’s
|
||||||||||||||||||||||||
Stock
|
Amount
|
Stock
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance as of December 16, 2020 (Inception)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Sale of Founder Shares (1)
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2020
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Stock split for Class B common stock |
- | - | ( |
) | ||||||||||||||||||||||||
Remeasurement of common stock subject to possible redemption
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
Balance as of December 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
(1) |
|
For the
Year Ended
December 31,
2021
|
For the Period
From December 16,
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:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
|
|||||
Offering costs allocated to warrants
|
|
|
||||||
Excess of fair value over cash received for private placement warrants
|
|
|
||||||
Change in fair value of warrant liability
|
(
|
)
|
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid assets
|
(
|
)
|
|
|||||
Accrued expenses
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
|
|||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
(
|
)
|
|
|||||
Net cash used in investing activities
|
(
|
)
|
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts
|
|
|
||||||
Proceeds from sale of Private Warrants
|
|
|
||||||
Proceeds from issuance of promissory note to Sponsor
|
|
|
||||||
Payments on promissory issued to Sponsor
|
(
|
)
|
|
|||||
Payment of deferred offering costs
|
(
|
)
|
|
|||||
Proceeds from sale of founder shares
|
|
|
||||||
Net cash provided by financing activities
|
|
|
||||||
Net change in cash
|
|
|
||||||
Cash, beginning of period
|
|
|
||||||
Cash, end of the period
|
$
|
|
$
|
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Remeasurement of Class A common stock subject to redemption
|
|
|
||||||
Deferred underwriters’ discount payable charged to additional paid-in capital
|
|
|
||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
$ | |||||||
Deferred offering costs paid by Sponsor in exchange under promissory note
|
$ | |||||||
Accrued deferred offering costs
|
$ |
Gross Proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A common stock issuance costs
|
(
|
)
|
||
Plus:
|
||||
Remeasurement of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption
|
$
|
|
For the
Year Ended
December 31, 2021
|
For the
Period from
December 16,
2020 through
December 31,
2020
|
|||||||
Class A Common Stock
|
||||||||
Net income allocable to Class A common stock
|
$
|
|
$
|
|
||||
Basic and diluted weighted average shares outstanding
|
|
|
||||||
Basic and diluted net income per common share
|
$
|
|
$
|
|
||||
Class B Common Stock
|
||||||||
Net income (loss) allocable to Class B common stock
|
$
|
|
$
|
(
|
)
|
|||
Basic and diluted weighted average shares outstanding
|
|
|
||||||
Basic and diluted net income (loss) per common share
|
$
|
|
$
|
(
|
)
|
Level 1 -
|
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being
applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
|
Level 2 -
|
Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than
quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
|
Level 3 -
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon not less than
|
● |
if, and only if, the last reported sale price of the Class A common stock for any
|
● |
in whole and not in part;
|
● |
at $
|
● |
if, and only if, the Reference Value equals or exceeds $
|
● |
if the Reference Value is less than $
|
December 31,
2021
|
Quoted
Prices In
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
U.S. Money Market held in Trust Account
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Public Warrants Liability
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Private Placement Warrants Liability
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
Fair Value at January 1, 2021
|
$
|
|
||
Initial fair value of public and private warrants
|
|
|||
Change in fair value of public and private warrants
|
(
|
)
|
||
Public Warrants reclassified to Level 1
|
(
|
)
|
||
Fair Value of private warrants at December 31, 2021
|
$
|
|
Inputs
|
(Initial Measurement)
February 9, 2021
|
December 31, 2021
|
||||||
Risk-free interest rate
|
|
%
|
|
%
|
||||
Expected term remaining (years)
|
|
|
||||||
Expected volatility
|
|
%
|
|
%
|
||||
Stock price
|
$
|
|
$
|
|
December 31,
2021
|
December 31,
2020
|
|||||||
Deferred tax asset
|
||||||||
Organizational costs/Start-up costs
|
$
|
|
$
|
|
||||
Federal net operating loss
|
|
|
||||||
Total deferred tax asset
|
|
|
||||||
Valuation allowance
|
(
|
)
|
( |
) | ||||
Deferred tax asset, net of allowance
|
$
|
|
$
|
|
December 31,
2021
|
For the Period
From December 16,
2020 (Inception) through
December 31,
2020
|
|||||||
Federal
|
||||||||
Current
|
$
|
|
$
|
|
||||
Deferred
|
(
|
)
|
(
|
)
|
||||
State
|
||||||||
Current
|
||||||||
Deferred
|
|
|
||||||
Change in valuation allowance
|
|
|
||||||
Income tax provision
|
$
|
|
$
|
|
December 31, 2021
|
For the Period
From December 16,
2020 (Inception) through
December 31, 2020
|
|||||||
Statutory federal income tax rate
|
|
%
|
|
%
|
||||
State taxes, net of federal tax benefit
|
|
|
||||||
Change in fair value of warrant liabilities
|
(
|
)
|
|
|||||
Change in valuation allowance
|
|
(
|
)%
|
|||||
Income tax provision
|
|
% |
|
% |
Exhibit
number
|
Description of exhibit
|
Form of Amended and Restated Certificate of Incorporation (2)
|
|
Bylaws (2)
|
|
Specimen Unit Certificate (2)
|
|
Specimen Class A Common Stock Certificate (2)
|
|
Specimen Warrant Certificate (included in Exhibit 4.4)
|
|
Warrant Agreement, dated February 4, 2021, between Continental Stock Transfer & Trust Company and the Company (1)
|
|
Description of Securities
|
|
Letter Agreement, dated February 4, 2021, among the Company, the Sponsor each member of the Sponsor, each of the Company’s
executive officers and directors and certain consultants of the Company (1)
|
|
Investment Management Trust Agreement, dated February 4, 2021, between Continental Stock Transfer & Trust Company and the
Company (1)
|
|
Founder Shares Subscription Agreement, dated December 19, 2020, between the Registrant and Sustainable Development Sponsor, LLC
(2)
|
|
Warrant Purchase Agreement, dated February 4, 2021, between the Company and the Sponsor (1)
|
|
Registration and Stockholder Rights Agreement, dated February 4, 2021, among the Company, the Sponsor and the other Holders (as
defined therein) signatory thereto (1)
|
|
Form of Indemnification Agreement (1)
|
|
Promissory Note issued in favor of Sustainable Development Sponsor, LLC, dated December 19, 2020 (2)
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act
of 2002.
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act
of 2002.
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
32.2** |
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002.
|
101.INS
|
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition.
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
Inline XBRL Taxonomy Presentation Linkbase Document.
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on February 9, 2021 and incorporated by reference herein.
|
(2) |
Previously filed as an exhibit to our Form S-1 (File No. 333-252161) initially filed on January 15, 2021 and incorporated by reference herein.
|
SUSTAINABLE DEVELOPMENT ACQUISITION I CORP.
|
||
By:
|
/s/ Nicole Neeman Brady
|
|
Name: Nicole Neeman Brady
|
||
Title: Chairman, Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Nicole Neeman Brady
|
Chairman, Chief Executive Officer
(Principal Executive Officer)
|
April 22, 2022
|
Nicole Neeman Brady
|
||
/s/ Eric Techel
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
April 22, 2022
|
Eric Techel
|
||
/s/ Robert Shultz
|
Chair of the Board of Directors
|
April 22, 2022
|
Robert Schultz
|
||
/s/ Kathleen Brown
|
Director
|
April 22, 2022
|
Kathleen Brown
|
||
/s/ Andrew Kassoy
|
Director
|
April 22, 2022
|
Andrew Kassoy
|
||
/s/ Annette Rodriguez-Ferrer
|
Director
|
April 22, 2022
|
Annette Rodriguez-Ferrer
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and\
|
• |
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders (which we refer to
as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Redeemable Warrants-Public
Stockholders’ Warrants-Anti-Dilution Adjustments”).
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by
reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below;
|
• |
if, and only if, the Reference Value (as defined above under the heading “-Redeemable Warrants-Public Stockholders’ Warrants-Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) equals or
exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Redeemable Warrants-Public Stockholders’ Warrants-Anti-Dilution
Adjustments”); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Redeemable Warrants-Public Stockholders’
Warrants-Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
Redemption Date
(period to expiration of warrants)
|
Fair Market Value of Class A Common Stock
|
||||||||||||||||||||||||||
≤10.00
|
11.00
|
12.00
|
13.00
|
14.00
|
15.00
|
16.00
|
17.00
|
≥18.00
|
|||||||||||||||||||
60 months
|
0.261
|
0.281
|
0.297
|
0.311
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
||||||||||||||||||
57 months
|
0.257
|
0.277
|
0.294
|
0.310
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
||||||||||||||||||
54 months
|
0.252
|
0.272
|
0.291
|
0.307
|
0.322
|
0.335
|
0.347
|
0.357
|
0.361
|
||||||||||||||||||
51 months
|
0.246
|
0.268
|
0.287
|
0.304
|
0.320
|
0.333
|
0.346
|
0.357
|
0.361
|
||||||||||||||||||
48 months
|
0.241
|
0.263
|
0.283
|
0.301
|
0.317
|
0.332
|
0.344
|
0.356
|
0.361
|
||||||||||||||||||
45 months
|
0.235
|
0.258
|
0.279
|
0.298
|
0.315
|
0.330
|
0.343
|
0.356
|
0.361
|
||||||||||||||||||
42 months
|
0.228
|
0.252
|
0.274
|
0.294
|
0.312
|
0.328
|
0.342
|
0.355
|
0.361
|
||||||||||||||||||
39 months
|
0.221
|
0.246
|
0.269
|
0.290
|
0.309
|
0.325
|
0.340
|
0.354
|
0.361
|
||||||||||||||||||
36 months
|
0.213
|
0.239
|
0.263
|
0.285
|
0.305
|
0.323
|
0.339
|
0.353
|
0.361
|
||||||||||||||||||
33 months
|
0.205
|
0.232
|
0.257
|
0.280
|
0.301
|
0.320
|
0.337
|
0.352
|
0.361
|
||||||||||||||||||
30 months
|
0.196
|
0.224
|
0.250
|
0.274
|
0.297
|
0.316
|
0.335
|
0.351
|
0.361
|
||||||||||||||||||
27 months
|
0.185
|
0.214
|
0.242
|
0.268
|
0.291
|
0.313
|
0.332
|
0.350
|
0.361
|
24 months
|
0.173
|
0.204
|
0.233
|
0.260
|
0.285
|
0.308
|
0.329
|
0.348
|
0.361
|
||||||||||||||||||
21 months
|
0.161
|
0.193
|
0.223
|
0.252
|
0.279
|
0.304
|
0.326
|
0.347
|
0.361
|
||||||||||||||||||
18 months
|
0.146
|
0.179
|
0.211
|
0.242
|
0.271
|
0.298
|
0.322
|
0.345
|
0.361
|
||||||||||||||||||
15 months
|
0.130
|
0.164
|
0.197
|
0.230
|
0.262
|
0.291
|
0.317
|
0.342
|
0.361
|
||||||||||||||||||
12 months
|
0.111
|
0.146
|
0.181
|
0.216
|
0.250
|
0.282
|
0.312
|
0.339
|
0.361
|
||||||||||||||||||
9 months
|
0.090
|
0.125
|
0.162
|
0.199
|
0.237
|
0.272
|
0.305
|
0.336
|
0.361
|
||||||||||||||||||
6 months
|
0.065
|
0.099
|
0.137
|
0.178
|
0.219
|
0.259
|
0.296
|
0.331
|
0.361
|
||||||||||||||||||
3 months
|
0.034
|
0.065
|
0.104
|
0.150
|
0.197
|
0.243
|
0.286
|
0.326
|
0.361
|
||||||||||||||||||
0 months
|
-
|
-
|
0.042
|
0.115
|
0.179
|
0.233
|
0.281
|
0.323
|
0.361
|
• |
If we do not complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of 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 us to pay our 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law;
|
• |
Prior to or in connection with our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on our initial business
combination;
|
• |
Although we do not intend to enter into an initial business combination with a target business that is affiliated with RRG, Capricorn, or their respective officers and affiliates or our director, we are not prohibited from doing so. In
the event we enter into such a transaction, we, or a committee of independent directors, if required by applicable law or based upon the decision of our board of directors or a committee thereof, will obtain an opinion from an independent
investment banking firm or an independent accounting firm that such an initial business combination is fair to us from a financial point of view;
|
• |
If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business
combination and the redemption rights as is required under Regulation 14A of the Exchange Act; whether or not we maintain our registration under the our Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the
opportunity to redeem their public shares by one of the two methods listed above;
|
• |
Our initial business combination will be approved by a majority of our independent directors;
|
• |
So long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at
least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination;
|
• |
If our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination
activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval 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 us to pay our franchise and income taxes, divided by the number of then outstanding public shares; and
|
• |
We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
|
• |
prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
• |
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding
certain shares; or
|
• |
at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
1. |
I have reviewed this annual report on Form 10-K of Sustainable Development Acquisition I Corp.;
|
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. |
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;
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313)
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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(s) 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: April 22, 2022 | |
/s/ Nicole Neeman Brady
|
|
Nicole Neeman Brady
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this annual report on Form 10-K of Sustainable Development Acquisition I Corp.;
|
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(s) 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)) for the
registrant 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 my supervision, to ensure that material information relating to the registrant, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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(s) 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: April 22, 2022 | |
/s/ Eric Techel
|
|
Eric Techel
|
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the
Report.
|
Date: April 22, 2022 | |
/s/ Nicole Neeman Brady
|
|
Nicole Neeman Brady
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the
Report.
|
Date: April 22, 2022 | |
/s/ Eric Techel
|
|
Eric Techel
|
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|
BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Liabilities and Stockholders' Equity (Deficit) | ||
Shares subject to possible redemption (in shares) | 31,625,000 | 0 |
Stockholders' (Deficit ) Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
Liabilities and Stockholders' Equity (Deficit) | ||
Shares subject to possible redemption (in shares) | 31,625,000 | 0 |
Stockholders' (Deficit ) Equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' (Deficit ) Equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 7,906,250 | 7,187,500 |
Common stock, shares outstanding (in shares) | 7,906,250 | 7,187,500 |
Common stocks subject to forfeiture (in shares) | 937,500 |
STATEMENTS OF OPERATIONS - USD ($) |
1 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|||
Operating costs | $ 2,412 | $ 1,713,914 | ||
Loss from Operations | (2,412) | (1,713,914) | ||
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 0 | 23,116 | ||
Offering costs allocated to warrants | 0 | (1,027,907) | ||
Excess of fair value over cash received for private placement warrants | 0 | (1,939,600) | ||
Change in fair value of warrant liability | 0 | 15,140,032 | ||
Total other income | 0 | 12,195,641 | ||
Net income (loss) | $ (2,412) | $ 10,481,727 | ||
Class A Common Stock Subject to Possible Redemption [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | 0 | 28,245,890 | ||
Diluted weighted average shares outstanding (in shares) | 0 | 28,245,890 | ||
Basic net income (loss) per share (in dollars per share) | $ 0 | $ 0.29 | ||
Diluted net income (loss) per share (in dollars per share) | $ 0 | $ 0.29 | ||
Class B Common Stock [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | [1] | 6,250,000 | 7,796,062 | |
Diluted weighted average shares outstanding (in shares) | [1] | 6,250,000 | 7,796,062 | |
Basic net income (loss) per share (in dollars per share) | $ 0 | $ 0.29 | ||
Diluted net income (loss) per share (in dollars per share) | $ 0 | $ 0.29 | ||
|
STATEMENTS OF OPERATIONS (Parenthetical) |
Dec. 31, 2020
shares
|
---|---|
Class B Common Stock [Member] | |
Other income (expense): | |
Common stocks subject to forfeiture (in shares) | 937,500 |
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) |
Common Stock [Member]
Class A [Member]
|
Common Stock [Member]
Class B [Member]
|
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Total |
||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Beginning balance at Dec. 15, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 15, 2020 | 0 | 0 | |||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||||||
Net (loss) income | $ 0 | $ 0 | 0 | (2,412) | (2,412) | ||||||
Sale of Founder Shares | $ 0 | $ 719 | [1] | 24,281 | [1] | 0 | [1] | 25,000 | [1] | ||
Sale of Founder Shares (in shares) | 0 | 7,187,500 | [1] | ||||||||
Ending balance at Dec. 31, 2020 | $ 0 | $ 719 | 24,281 | (2,412) | 22,588 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 7,187,500 | |||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||||||
Net (loss) income | $ 0 | $ 0 | 0 | 10,481,727 | 10,481,727 | ||||||
Stock split for Class B common stock | $ 72 | (72) | 0 | 0 | |||||||
Stock split for Class B common stock (in shares) | 718,750 | ||||||||||
Remeasurement of common stock subject to possible redemption | (24,209) | (35,101,376) | (35,125,585) | ||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 791 | $ 0 | $ (24,622,061) | $ (24,621,270) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 7,906,250 | |||||||||
|
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) |
Dec. 31, 2020
shares
|
---|---|
Class B [Member] | |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |
Common stocks subject to forfeiture (in shares) | 937,500 |
STATEMENTS OF CASH FLOWS - USD ($) |
1 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Cash Flows from operating activities: | ||
Net Income (loss) | $ (2,412) | $ 10,481,727 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | 0 | (23,116) |
Offering costs allocated to warrants | 0 | 1,027,907 |
Excess of fair value over cash received for private placement warrants | 0 | 1,939,600 |
Change in fair value of warrant liability | 0 | (15,140,032) |
Changes in operating assets and liabilities: | ||
Prepaid assets | 0 | (631,918) |
Accrued expenses | 2,412 | 780,704 |
Net cash used in operating activities | 0 | (1,565,128) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (316,250,000) |
Net cash used in investing activities | 0 | (316,250,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts | 0 | 310,175,000 |
Proceeds from sale of Private Warrants | 0 | 9,325,000 |
Proceeds from issuance of promissory note to Sponsor | 0 | 121,228 |
Payments on promissory issued to Sponsor | 0 | (136,678) |
Payment of deferred offering costs | 0 | (655,579) |
Proceeds from sale of founder shares | 0 | 0 |
Net cash provided by financing activities | 0 | 318,828,971 |
Net change in cash | 0 | 1,013,843 |
Cash, beginning of period | 0 | 0 |
Cash, end of the period | 0 | 1,013,843 |
Supplemental disclosure of cash flow information: | ||
Remeasurement of Class A common stock subject to redemption | 0 | 35,125,585 |
Deferred underwriters' discount payable charged to additional paid-in capital | 0 | 10,631,250 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 22,588 | 0 |
Deferred offering costs paid by Sponsor in exchange under promissory note | 15,450 | 0 |
Accrued deferred offering costs | $ 244,000 | $ 0 |
Organization and Business Operations |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations |
Note 1 - Organization and Business Operations
Sustainable Development Acquisition I Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on
December 16, 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 (“Business Combination”).
As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s
formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination,
at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February
4, 2021 (the “Effective Date”). On February 9, 2021, the Company consummated the IPO of 31,625,000 units (the “Units”) and, with
respect to the shares of common stock included in the Units sold (the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at $10.00 per Unit, generating gross
proceeds of $316,250,000, which is discussed in Note 3. Each Unit consists of one share of Class A common stock and
of one redeemable warrant
to purchase one share of Class A common stock at a price of $11.50 per whole share.Simultaneously with the closing of the IPO, the Company consummated the sale of 9,325,000 warrants (the “Private Placement Warrants”), at a price of $1.00
per Private Placement Warrant, in a private placement to Sustainable Development Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,325,000, which is discussed in Note 4.
Transaction costs of the IPO amounted to $17,404,019
consisting of $6,075,000 of underwriting discount, $10,631,250 of deferred underwriting discount, and $697,769 of other
offering costs.
Following the closing of the IPO on February 9, 2021, $316,250,000 ($10.00 per Unit) from the net offering proceeds of the sale of
the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act
having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to
interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the net proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released
from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in
connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have
priority over the claims of the Company’s public stockholders.
The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either
(i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed
initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust
Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its tax obligations).
The Company will have only 24
months from February 9, 2021, the closing of the IPO, to complete an initial Business Combination (the “Combination Period”). However, if the Company does not complete a Business Combination within the Combination Period, the Company will
redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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, subject to applicable law and as further described in the
registration statement, and then seek to dissolve and liquidate.
The Company’s initial stockholders have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they
hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business
Combination within the Combination Period, and (iv) vote any founder shares and any public shares held by them in favor of the Company’s initial Business Combination.
The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered
or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the
Trust Account to below the lesser of (i) $10.00 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 share due to reductions in the value of the
trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such
waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not
asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets
are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.
Liquidity, Capital Resources and Going Concern
As of December 31, 2021, the Company had approximately $1.0 million in its operating bank account and working capital of approximately $0.8
million.
The Company’s liquidity needs up to February 9, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of $136,678 (see Note 5). The promissory note from the Sponsor was outstanding at February 9, 2021, and paid in full as of February 11, 2021 (see Note
5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance
transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of December 31, 2021, there
were no amounts outstanding under any working capital loan.
If the Company
does not consummate an initial business combination by February 9, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in
accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition due to insufficient working capital and mandatory liquidation, should an initial business
combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern for at least one year from the date that these financial statements are issued. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 9, 2023. 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 is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could
have a negative 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 financial statements. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
|
Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies |
Note 2 - Significant Accounting Policies
Basis of Presentation
The
accompanying financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its
cash flows.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the
“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company did not have any cash equivalents as of December 31, 2021 and 2020.
Marketable Securities Held in Trust Account
At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury
securities, and are presented at fair value based upon the quoted market price (see Note 8). During the years ended December 31, 2021 and 2020, the Company did not withdraw any of the interest income from the Trust Account to pay its tax
obligations.
Warrant Liabilities
The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and
Note 8) in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers
precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at
fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of the change.
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other
costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are 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 are expensed as incurred, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A
common stock were charged to temporary equity upon the completion of the Initial Public Offering.
Common Stock Subject to Possible Redemption
All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a
redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain
amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not
solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity
instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of
the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following
table:
Share Based Compensation
The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to
directors of the Company as compensation., which are described in Note 5.
The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be
recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model.
The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related
to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.
As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation
expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that
ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740
additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a
recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in the annual period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and
penalties as of December 31, 2021 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 has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among
various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average
number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and
Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,137,500 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is
contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the years presented.
Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income
(loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.
Reconciliation of Net Income (Loss) per Share
The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The
allocable net income (loss) is calculated by multiplying net income (loss) by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding
for the period. Accordingly,
basic and diluted income (loss) per common share is calculated as follows:
Fair Value of Financial Instruments
The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and
reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have
received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its
assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price
assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
See Note 8 for additional information on assets and liabilities measured at fair value.
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 coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and
Hedging-Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation
models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.
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Initial Public Offering |
12 Months Ended | ||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||
Initial Public Offering |
Note 3 - Initial Public Offering
Public Units
On February 9, 2021, the Company sold 31,625,000
Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to
purchase an additional 4,125,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock, and
of one redeemable warrant to purchase one
common stock (the “Public Warrants”).Public Warrants
Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject
to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12
months from the closing of the IPO, February 9, 2021, and will expire five years after the completion of the initial 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 of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking
into account any founder shares held by the Sponsor or its affiliates, 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 Company’s common stock during the 20
trading day period starting on the trading day prior to the day on which the Company consummates the 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, the $18.00
per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”
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 price described adjacent to the caption “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 Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no
obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is
current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or
deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not
effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $18.00
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
If a registration statement covering the shares of 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. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the
trading days ending on the
trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. |
Private Placement |
12 Months Ended |
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Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement |
Note 4 - Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 9,325,000 Private Warrants at a price of $1.00 per Private Warrant, for an
aggregate purchase price of $9,325,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50
per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will
expire worthless. The Company recognized an expense on the sale of the Private Placement Warrants of $1,939,600 in the statement of
operations for the year ended December 31, 2021, as the initial fair value of the Private Placement Warrants was greater than the cash received on the sale of the Private Placement Warrants.
The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the
initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions,
be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they
may be exercised by the holders on a cashless basis. If the Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the
holders on the same basis as the warrants included in the Units being sold in the IPO.
|
Related Party Transactions |
12 Months Ended |
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Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 5 - Related Party Transactions
Founder Shares
On December 18, 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) for a capital contribution of $25,000. On February 4, 2021, the Company effected a stock dividend of
of a share of Class B common stock for each outstanding share of Class B common stock, resulting in 7,906,250 shares of Class B
common stock being issued and outstanding, including an aggregate of up to 1,031,250 shares subject to forfeiture if the
over-allotment option was not exercised by the underwriters in full. As a result of the underwriters’ election to fully exercise their over-allotment option, on February 9, 2021, the 1,031,250 shares are no longer subject to forfeiture. Prior to the stock dividend on February 4, 2021, shares outstanding included up to 937,500 of Founder Shares subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the
underwriters.In January
2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent directors, as an inducement to serve as directors of the Company, for a sales price of $0.003 per share, or an aggregate of $261 (the “purchase
price”). The estimated fair value of the Founder Shares granted to the Company’s director nominees, was approximately $518,062,
or $6.91 per share, which was calculated using a valuation model that takes into account various assumptions such as the
probability of successfully completing a business combination and various other factors. The Company will record the fair value of the transferred shares as director compensation expense upon consummation of an initial business combination,
in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the
performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor.
The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to
occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common
stock for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if (A) the last reported sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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 (B) the Company consummates a transaction after the initial Business
Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
Promissory Note - Related Party
On December 18, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of July 15, 2021 or the completion of
the IPO. As of February 9, 2021, the Company has drawn down $136,678 under the promissory note. On February 11, 2021, the Company
paid the $136,678 balance on the note.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the
proceeds 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At December 31, 2021 and
2020, no such Working Capital Loans were outstanding.
|
Commitments and Contingencies |
12 Months Ended |
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Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
Note 6 - Commitments and Contingencies
Underwriting Agreement
The underwriter had a 45-day
option from the date of the IPO to purchase up to an aggregate of 4,125,000 additional Units at the public offering price less
the underwriting commissions to cover over-allotments, if any. On February 9, 2021, the underwriter fully exercised its over-allotment option.
Upon consummation of the IPO on February 9, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,075,000
in the aggregate.
The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $10,631,250 in the aggregate, excluding 1,250,000 units purchased by an affiliate of the Sponsor upon which the underwriters are not entitled to a fee. The deferred fee will be payable to
the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.
Registration Rights
The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will
have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. These holders
will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities
for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.
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Stockholders' Equity |
12 Months Ended |
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Dec. 31, 2021 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity |
Note 7 - Stockholders’ Equity
Preferred Stock - The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At December 31, 2021 and 2020, there were no preference shares issued or outstanding.
Class A Common Stock - The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par value of $0.0001 each. At December 31, 2021 and 2020, there were no shares issued and outstanding, excluding 31,625,000 and 0 shares subject to possible redemption, respectively.
Class B Common stock - The Company is authorized to issue a total of 10,000,000 shares of Class B common stock at par value of $0.0001 each. At December 31, 2021 and 2020, there were 7,906,250 and 7,187,500 shares issued and outstanding respectively.
The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of
(A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business
Combination, (x) if the reported closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, or other similar transaction that results in all of its stockholders having the right to
exchange their shares of common stock for cash, securities or other property.
The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial
Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. In
the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Company’s initial Business Combination, the number of shares of Class A common stock issuable upon conversion
of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of
common stock outstanding upon the completion of the Proposed Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into
shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor, officers or directors upon conversion of working capital
loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis.
Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all
matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote except
as required by law.
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Fair Value Measurements |
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Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Note 8 - Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at
December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet.
The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.
The Company established the initial fair value of the Public Warrants and Private Warrants on February 9, 2021, the date of the Company’s
Initial Public Offering, using a Monte Carlo simulation model. As of December 31, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the
quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of December 31, 2021, due to the use of unobservable inputs. For the period
ending December 31, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants. The transfer from Level 3 to Level 1 for the Public Warrants
occurred on March 31, 2021.
The following table presents the changes in Level 3 liabilities for the year ended December 31, 2021:
The key inputs into the Monte Carlo simulation as of February 9, 2021 and December 31, 2021 were as follows:
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Income Tax |
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax |
Note 9 – Income Tax
The Company’s net deferred tax assets are as follows:
The income tax provision consists of the following:
The Company’s federal net operating loss carryforward as of December 31, 2021 and 2020 amounted to $176,884 and $0 and will be carried forward indefinitely.
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the
deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts
become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management
believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and the period from December 16, 2020
(inception) through December 31, 2020, the change in the valuation allowance was $354,980 and $507, respectively.
A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows:
The Company files income tax returns in the U.S. federal and California jurisdictions and is subject to examination by the various taxing
authorities, since inception.
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Subsequent Events |
12 Months Ended |
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Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events |
Note 10 - Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
|
Significant Accounting Policies (Policies) |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The
accompanying financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its
cash flows.
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Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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 did not have any cash equivalents as of December 31, 2021 and 2020.
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Marketable Securities Held in Trust Account |
Marketable Securities Held in Trust Account
At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury
securities, and are presented at fair value based upon the quoted market price (see Note 8). During the years ended December 31, 2021 and 2020, the Company did not withdraw any of the interest income from the Trust Account to pay its tax
obligations.
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Warrant Liabilities |
Warrant Liabilities
The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and
Note 8) in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers
precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at
fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of the change.
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Offering Costs Associated with the Initial Public Offering |
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other
costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are 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 are expensed as incurred, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A
common stock were charged to temporary equity upon the completion of the Initial Public Offering.
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Common Stock Subject to Possible Redemption |
Common Stock Subject to Possible Redemption
All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a
redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain
amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not
solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity
instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of
the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following
table:
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Share Based Compensation |
Share Based Compensation
The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to
directors of the Company as compensation., which are described in Note 5.
The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be
recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model.
The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related
to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.
As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation
expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that
ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.
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Income Taxes |
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740
additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a
recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in the annual period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and
penalties as of December 31, 2021 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 has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among
various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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Net Income (Loss) Per Share |
Net Income (Loss) Per Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average
number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and
Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,137,500 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is
contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the years presented.
Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income
(loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.
Reconciliation of Net Income (Loss) per Share
The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The
allocable net income (loss) is calculated by multiplying net income (loss) by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding
for the period. Accordingly,
basic and diluted income (loss) per common share is calculated as follows:
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and
reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have
received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its
assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price
assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
See Note 8 for additional information on assets and liabilities measured at fair value.
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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 coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and
Hedging-Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation
models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.
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Significant Accounting Policies (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Class A Common Stock Subject to Possible Redemption |
The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following
table:
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Reconciliation of Net Income (Loss) per Share | Accordingly,
basic and diluted income (loss) per common share is calculated as follows:
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Fair Value Measurements (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at
December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Changes in Level 3 Liabilities |
The following table presents the changes in Level 3 liabilities for the year ended December 31, 2021:
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Key Inputs into Monte Carlo Simulation |
The key inputs into the Monte Carlo simulation as of February 9, 2021 and December 31, 2021 were as follows:
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Income Tax (Tables) |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Deferred Tax Assets |
The Company’s net deferred tax assets are as follows:
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Income Tax Provision |
The income tax provision consists of the following:
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Reconciliation of Federal Income Tax Rate to Effective Tax Rate |
A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows:
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Organization and Business Operations (Details) |
1 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Feb. 09, 2021
USD ($)
$ / shares
shares
|
Dec. 31, 2020
USD ($)
|
Dec. 31, 2021
USD ($)
Business
$ / shares
shares
|
Aug. 12, 2019
$ / shares
|
|
Organization and Business Operations [Abstract] | ||||
Gross proceeds from initial public offering | $ 0 | $ 310,175,000 | ||
Warrants exercise price (In dollars per share) | $ / shares | $ 11.50 | |||
Gross proceeds from private placement | 0 | $ 9,325,000 | ||
Cash deposited in Trust Account | $ 0 | $ 316,250,000 | ||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | |||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |||
Minimum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in initial Business Combination | Business | 1 | |||
Maximum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |||
Class A Common Stock [Member] | Minimum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 12.00 | |||
Initial Public Offering [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 31,625,000 | |||
Share price (in dollars per share) | $ / shares | $ 10.00 | |||
Gross proceeds from initial public offering | $ 316,250,000 | $ 316,250,000 | ||
Transaction costs | 17,404,019 | |||
Underwriting discount | 6,075,000 | |||
Deferred underwriting discount | 10,631,250 | |||
Other offering costs | 697,769 | |||
Cash deposited in Trust Account | $ 316,250,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.00 | |||
Redemption price (in dollars per share) | $ / shares | $ 10.00 | |||
Initial Public Offering [Member] | Public Warrants [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Number of securities called by each unit (in shares) | shares | 0.50 | |||
Warrants exercise price (In dollars per share) | $ / shares | $ 11.50 | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Number of securities called by each unit (in shares) | shares | 1 | |||
Transaction costs | $ 16,371,960 | |||
Over-Allotment Option [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 4,125,000 | |||
Share price (in dollars per share) | $ / shares | $ 10.00 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 1.00 | $ 1.00 | ||
Warrants exercise price (In dollars per share) | $ / shares | $ 11.50 | |||
Warrants issued (in shares) | shares | 9,325,000 | 9,325,000 | ||
Gross proceeds from private placement | $ 9,325,000 | $ 9,325,000 |
Organization and Business Operations, Liquidity, Capital Resources and Going Concern (Details) - USD ($) |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Feb. 09, 2021 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Liquidity and Capital Resources [Abstract] | |||
Cash in operating bank account | $ 0 | $ 1,013,843 | |
Working capital | 800,000 | ||
Capital contribution | 0 | 0 | |
Outstanding loan | $ 15,450 | 0 | |
Sponsor [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Capital contribution | $ 25,000 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Unsecured promissory note | $ 136,678 | ||
Sponsor [Member] | Working Capital Loans [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Outstanding loan | $ 0 |
Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Significant Accounting Policies, Common Stock Subject to Possible Redemption (Details) - USD ($) |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Feb. 09, 2021 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Common Stock Subject to Possible Redemption [Abstract] | |||
Shares subject to possible redemption (in shares) | 0 | 31,625,000 | |
Gross Proceeds | $ 0 | $ 310,175,000 | |
Class A common stock subject to possible redemption | $ 0 | $ 316,250,000 | |
Class A Common Stock [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Shares subject to possible redemption (in shares) | 0 | 31,625,000 | |
Initial Public Offering [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Gross Proceeds | $ 316,250,000 | $ 316,250,000 | |
Class A common stock issuance costs | $ (17,404,019) | ||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Class A common stock issuance costs | (16,371,960) | ||
Remeasurement of carrying value to redemption value | 35,125,585 | ||
Class A common stock subject to possible redemption | 316,250,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Proceeds allocated to Public Warrants | $ (18,753,625) |
Significant Accounting Policies, Income Taxes (Details) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Significant Accounting Policies [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Significant Accounting Policies, Net Income (Loss) Per Share (Details) |
1 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2020
USD ($)
$ / shares
shares
|
Dec. 31, 2021
USD ($)
Class
$ / shares
shares
|
|||
Net Income per Share [Abstract] | ||||
Number of share classes reported | Class | 2 | |||
Shares excluded in calculation of diluted loss per share (in shares) | 25,137,500 | |||
Class A Common Stock [Member] | ||||
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net income (loss) allocable to common stock | $ | $ 0 | $ 8,214,475 | ||
Weighted Average Number of Shares Outstanding [Abstract] | ||||
Weighted average stock outstanding, basic (in shares) | 0 | 28,245,890 | ||
Weighted average stock outstanding, diluted (in shares) | 0 | 28,245,890 | ||
Net income (loss) per share, basic (in dollars per share) | $ / shares | $ 0 | $ 0.29 | ||
Net income (loss) per share, diluted (in dollars per share) | $ / shares | $ 0 | $ 0.29 | ||
Class B Common Stock [Member] | ||||
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net income (loss) allocable to common stock | $ | $ (2,412) | $ 2,267,252 | ||
Weighted Average Number of Shares Outstanding [Abstract] | ||||
Weighted average stock outstanding, basic (in shares) | [1] | 6,250,000 | 7,796,062 | |
Weighted average stock outstanding, diluted (in shares) | [1] | 6,250,000 | 7,796,062 | |
Net income (loss) per share, basic (in dollars per share) | $ / shares | $ 0 | $ 0.29 | ||
Net income (loss) per share, diluted (in dollars per share) | $ / shares | $ 0 | $ 0.29 | ||
|
Initial Public Offering, Public Units (Details) - $ / shares |
12 Months Ended | |
---|---|---|
Feb. 09, 2021 |
Dec. 31, 2021 |
|
Public Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Period to exercise warrants after business combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Expiration period of warrants | 5 years | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10.00 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Period for registration statement to become effective | 60 days | |
Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Common Stock [Member] | Minimum [Member] | ||
Public Units [Abstract] | ||
Unit price (in dollars per share) | $ 12.00 | |
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12.00 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Public Warrants [Abstract] | ||
Percentage multiplier | 180.00% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Trading days before notice to warrant holders | 3 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18.00 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Public Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 10 days | |
Warrant redemption price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10.00 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Public Units [Abstract] | ||
Number of common stock called by each warrant (in shares) | 0.361 | |
Initial Public Offering [Member] | ||
Public Units [Abstract] | ||
Units issued (in shares) | 31,625,000 | |
Unit price (in dollars per share) | $ 10.00 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 0.50 | |
Public Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 1 | |
Initial Public Offering [Member] | Common Stock [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 1 | |
Number of common stock called by each warrant (in shares) | 1 | |
Over-Allotment Option [Member] | ||
Public Units [Abstract] | ||
Units issued (in shares) | 4,125,000 | |
Unit price (in dollars per share) | $ 10.00 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Public Warrants [Abstract] | ||
Percentage multiplier | 115.00% | |
Warrant redemption price (in dollars per share) | $ 18.00 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60.00% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days |
Private Placement (Details) - USD ($) |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Feb. 09, 2021 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Private Placement [Abstract] | |||
Proceeds from sale of Private Warrants | $ 0 | $ 9,325,000 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Excess of fair value over cash received for private placement warrants | $ 0 | $ 1,939,600 | |
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 9,325,000 | 9,325,000 | |
Share price (in dollars per share) | $ 1.00 | $ 1.00 | |
Proceeds from sale of Private Warrants | $ 9,325,000 | $ 9,325,000 | |
Number of common stock called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Holding period for transfer, assignment or sale of warrants | 30 days |
Related Party Transactions, Founder Shares (Details) |
1 Months Ended | 12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Feb. 09, 2021
USD ($)
shares
|
Dec. 18, 2020
USD ($)
shares
|
Jan. 31, 2021
USD ($)
$ / shares
shares
|
Dec. 31, 2020
USD ($)
shares
|
Dec. 31, 2021
USD ($)
Director
$ / shares
shares
|
Feb. 04, 2021
shares
|
Feb. 03, 2021
shares
|
|||
Related Party Transactions [Abstract] | |||||||||
Proceeds from issuance of common stock to Sponsor | $ | $ 0 | $ 0 | |||||||
Purchase price of shares | $ | [1] | $ 25,000 | |||||||
Number of directors | Director | 3 | ||||||||
Period to not transfer, assign or sell Founder Shares | 1 year | ||||||||
Threshold trading days | 20 days | ||||||||
Threshold consecutive trading days | 30 days | ||||||||
Class A Common Stock [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Common stock, shares issued (in shares) | 0 | 0 | |||||||
Common stock, shares outstanding (in shares) | 0 | 0 | |||||||
Threshold trading days | 20 days | ||||||||
Threshold consecutive trading days | 30 days | ||||||||
Class A Common Stock [Member] | Minimum [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Share price (in dollars per share) | $ / shares | $ 12.00 | ||||||||
Share price (in dollars per share) | $ / shares | $ 12.00 | ||||||||
Threshold period after initial business combination | 150 days | ||||||||
Class B Common Stock [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Common stock, shares issued (in shares) | 7,187,500 | 7,906,250 | |||||||
Common stock, shares outstanding (in shares) | 7,187,500 | 7,906,250 | |||||||
Common stocks subject to forfeiture (in shares) | 937,500 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Proceeds from issuance of common stock to Sponsor | $ | $ 25,000 | ||||||||
Number of shares no longer subject to forfeiture (in shares) | 1,031,250 | ||||||||
Sponsor [Member] | Class A Common Stock [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Period to not transfer, assign or sell Founder Shares | 1 year | ||||||||
Sponsor [Member] | Class B Common Stock [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Shares issued (in shares) | 7,187,500 | ||||||||
Proceeds from issuance of common stock to Sponsor | $ | $ 25,000 | ||||||||
Stock dividend (in shares) | 0.1 | ||||||||
Common stock, shares issued (in shares) | 7,906,250 | ||||||||
Common stock, shares outstanding (in shares) | 7,906,250 | ||||||||
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Common stocks subject to forfeiture (in shares) | 1,031,250 | 937,500 | |||||||
Sponsor [Member] | Class B Common Stock [Member] | Director [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Fair value of founder shares granted | $ | $ 518,062 | ||||||||
Fair value of founder shares granted (in dollars per share) | $ / shares | $ 6.91 | ||||||||
Share price (in dollars per share) | $ / shares | $ 0.003 | ||||||||
Purchase price of shares | $ | $ 261 | ||||||||
Sponsor [Member] | Class B Common Stock [Member] | Director 1 [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Shares issued (in shares) | 25,000 | ||||||||
Sponsor [Member] | Class B Common Stock [Member] | Director 2 [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Shares issued (in shares) | 25,000 | ||||||||
Sponsor [Member] | Class B Common Stock [Member] | Director 3 [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Shares issued (in shares) | 25,000 | ||||||||
|
Related Party Transactions, Promissory Note (Details) - USD ($) |
1 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Feb. 11, 2021 |
Feb. 09, 2021 |
Dec. 31, 2020 |
Dec. 31, 2021 |
Dec. 18, 2020 |
|
Related Party Transactions [Abstract] | |||||
Amount drawn | $ 0 | $ 121,228 | |||
Payment of debt to related party | $ 0 | $ 136,678 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transactions [Abstract] | |||||
Aggregate principal amount of note | $ 300,000 | ||||
Amount drawn | $ 136,678 | ||||
Payment of debt to related party | $ 136,678 |
Related Party Transactions, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Related Party Transactions [Abstract] | ||
Conversion price (in dollars per share) | $ 1.00 | |
Loans outstanding | $ 0 | $ 0 |
Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 2,000,000 |
Commitments and Contingencies (Details) |
12 Months Ended | |
---|---|---|
Feb. 09, 2021
USD ($)
$ / shares
shares
|
Dec. 31, 2021
Demand
|
|
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments (in shares) | 4,125,000 | |
Underwriter fee discount | 2.00% | |
Underwriting discount | $ | $ 6,075,000 | |
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ | $ 10,631,250 | |
Number of units purchased by an affiliate (in shares) | 1,250,000 | |
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) | 4,125,000 |
Stockholders' Equity (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021
Vote
$ / shares
shares
|
Dec. 31, 2020
$ / shares
shares
|
|
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock subject to possible redemption (in shares) | 31,625,000 | 0 |
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |
Stock conversion percentage threshold | 20.00% | |
Votes per share | Vote | 1 | |
Class A Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Common stock subject to possible redemption (in shares) | 31,625,000 | 0 |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Common Stock [Member] | Minimum [Member] | ||
Stockholders' Equity [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 12.00 | |
Period after initial business combination | 150 days | |
Class B Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 7,906,250 | 7,187,500 |
Common stock, shares outstanding (in shares) | 7,906,250 | 7,187,500 |
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] |
Dec. 31, 2021
USD ($)
|
---|---|
Assets [Abstract] | |
U.S. Money Market held in Trust Account | $ 316,273,116 |
Liabilities [Abstract] | |
Warrants liability | 14,878,193 |
Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 9,327,794 |
Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 5,550,399 |
Level 1 [Member] | |
Assets [Abstract] | |
U.S. Money Market held in Trust Account | 316,273,116 |
Liabilities [Abstract] | |
Warrants liability | 9,327,794 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 9,327,794 |
Level 1 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 2 [Member] | |
Assets [Abstract] | |
U.S. Money Market held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 2 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 2 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 3 [Member] | |
Assets [Abstract] | |
U.S. Money Market held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrants liability | 5,550,399 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | 0 |
Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrants liability | $ 5,550,399 |
Fair Value Measurements, Changes in Level 3 Liabilities (Details) - Warrants [Member] |
12 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
| |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value, beginning of period | $ 0 |
Initial fair value of public and private warrants | 30,018,225 |
Change in fair value of public and private warrants | (13,557,201) |
Public Warrants reclassified to Level 1 | (10,910,625) |
Fair Value, end of period | $ 5,550,399 |
Fair Value Measurements, Key Inputs into Monte Carlo Simulation (Details) |
Dec. 31, 2021 |
Feb. 09, 2021 |
---|---|---|
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Expected term remaining | 5 years | |
Warrants [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Expected term remaining | 5 years 7 months 6 days | 5 years 11 months 4 days |
Warrants [Member] | Risk-free Interest Rate [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 0.0132 | 0.0064 |
Warrants [Member] | Expected Volatility [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 0.107 | 0.241 |
Warrants [Member] | Stock Price [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 9.74 | 9.37 |
Income Tax (Details) - USD ($) |
1 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Deferred tax asset [Abstract] | ||
Organizational costs/Start-up costs | $ 0 | $ 318,341 |
Federal net operating loss | 507 | 37,146 |
Total deferred tax asset | 507 | 355,487 |
Valuation allowance | (507) | (355,487) |
Deferred tax asset, net of allowance | 0 | 0 |
Federal [Abstract] | ||
Current | 0 | 0 |
Deferred | (507) | (354,980) |
State [Abstract] | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 507 | 354,980 |
Income tax provision | 0 | 0 |
Net operating loss carryforward | $ 0 | $ 176,884 |
Reconciliation of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in fair value of warrant liabilities | 0.00% | (24.40%) |
Change in valuation allowance | (21.00%) | 3.40% |
Income tax provision | 0.00% | 0.00% |
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