Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(zip code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Auditor Firm Id: |
Auditor Name: |
Auditor Location: |
• |
ability to consummate a Business Combination (as such term is defined below); |
• |
success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination; |
• |
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination; |
• |
potential ability to obtain additional financing to complete the Business Combination; |
• |
pool of prospective target businesses; |
• |
failure to maintain the listing on, or the delisting of our securities from, the Nasdaq Capital Market (“NASDAQ”) or an inability to have our securities listed on NASDAQ or another national securities exchange following the Business Combination; |
• |
the ability of our officers and directors to generate a number of potential investment opportunities; |
• |
potential change in control if we acquire one or more target businesses for stock; |
• |
public securities’ potential liquidity and trading; |
• |
lack of a market for our securities; |
• |
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• |
our financial performance. |
Item 1. |
4 |
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Item 1A. |
7 |
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Item 1B. |
36 |
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Item 2. |
36 |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 5. |
37 |
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Item 6. |
37 |
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Item 7. |
37 |
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Item 7A. |
41 |
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Item 8. |
41 |
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Item 9. |
41 |
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Item 9A. |
41 |
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Item 9B. |
42 |
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Item 10. |
42 |
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Item 11. |
53 |
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Item 12. |
53 |
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Item 13. |
55 |
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Item 14. |
58 |
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Item 15. |
59 |
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Item 16. |
61 |
ITEM 1. |
BUSINESS |
ITEM 1A. |
RISK FACTORS |
• | We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our business objective. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If the net proceeds of our Initial Public Offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months from the date of the IPO, we may be unable to complete our initial business combination. |
• | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. |
• | We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. |
• | Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. |
• | We may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the private placement warrants which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability. |
• | Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. |
• | We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors. |
• | Past performance by our management team may not be indicative of future performance of an investment in the Company. |
• | Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. |
• | Our officers and directors will allocate their time to other businesses or become affiliated with entities engaged in business activities similar to those intended to be conducted by us, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. |
• | We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. |
• | Our management may not be able to maintain control of a target business after our initial business combination. |
• | The Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | We are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. |
• | The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. |
• | Our sponsor and certain of our independent directors paid an aggregate of $25,000, or approximately $0.004 per share for the sponsor and $0.004 per share for our independent directors, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B common stock. |
• | Unlike many other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common stock if we issue shares to consummate an initial business combination. |
• | We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. |
• | The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.20 per share. |
• | We cannot assure you that our plans to raise capital or to consummate an initial business combination within the next twelve months will be successful, and this may raise substantial doubt about our ability to continue as a “going concern.” |
• | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. |
• | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations. |
• | Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. |
• | We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company or the stockholders from a financial point of view. |
• | We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. |
• | Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination. |
• | Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management. |
• | Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic and the status of debt and equity markets. |
• | Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. |
• | An investment in our Initial Public Offering may result in uncertain or adverse U.S. federal income tax consequences. |
• | If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations. |
• | We may face risks related to healthcare services industry sector companies. |
• | We have until February 8, 2023 (or up to August 8, 2023 if extended) to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time or if we have the financial resources to extend the mandatory liquidation date beyond February 8, 2023 by depositing into the trust account for each three month extension in an amount of $0.10 per unit. If a Business Combination is not consummated or the mandatory liquidation date is not extended by February 8, 2023, there will be a mandatory liquidation and subsequent dissolution. |
• | 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 security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security 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. |
• | 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. |
• | 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. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of our Initial Public Offering; and |
• | other factors as were deemed relevant. |
NAME |
AGE |
POSITION | ||||
Evan S. Melrose, M.D., MBA |
52 | Chief Executive Officer, Chief Financial Officer and Director | ||||
James H. Henry, CPA |
64 | Chairman of the Board of Directors | ||||
Steve Whitlock, MBA |
60 | Secretary | ||||
JD Moore, MBA |
48 | Senior Vice President, Corporate Development | ||||
Kelly Huang, Ph.D. |
53 | Chief Operating Officer | ||||
Craig Cordola, MBA |
50 | Director | ||||
Todd Fruchterman, M.D., MBA |
52 | Director | ||||
David Nash, M.D., MBA |
66 | 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. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In addition, our sponsor and its affiliates and our officers and directors are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our initial business combination. |
• | Our initial stockholders have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) 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 15 months from the closing of our Initial Public Offering or during any Extension Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of our Initial Public Offering or during any Extension Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following our Initial Public Offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. 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. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Evan S. Melrose, M.D., MBA |
Spindletop Health Sponsor Group, LLC | Sponsor | Manager | |||
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Managing Director | ||||
Sanova Dermatology, LLC | Healthcare | Board Member, Chairman | ||||
Spindletop Pain Management Holdings, LLC | Healthcare | Board Member, Chairman | ||||
HNI Healthcare | Healthcare | Board Member | ||||
Bioventus Global | Healthcare | Board Observer | ||||
Texas Business Hall of Fame Foundation | Non-profit |
Board Member | ||||
James H. Henry, CPA |
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Advisory Board | |||
Spindletop Pain Management Holdings, LLC | Healthcare | Board Member |
Unison Energy LLC | Energy Services | Board Member | ||||
Boyden | Executive Search and Leadership Consulting | Advisor | ||||
Crytica Security | Cyber Security | Board Member | ||||
GreenRock Healthcare Capital, LLC | Real Estate Financing | Advisor | ||||
San Francisco Symphony | Philanthropic | Board Member | ||||
Lawrence Livermore National Security, LLC | Government M&O Contractor | Board Member | ||||
Craig Cordola, MBA |
Ascension Health Alliance | Healthcare | Executive Officer | |||
Alexian Brothers-AHS Midwest Region Health Co. d/b/a AMITA |
Healthcare | Board Chair/Director | ||||
Compassus Holdings, L.P. | Healthcare | Board Member | ||||
Regent Surgical Health, LLC | Healthcare | Board Member | ||||
UAB-SVHS, Inc. |
Healthcare | Board Member |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Todd Fruchterman, M.D., Ph.D. |
Butterfly Network, Inc. | Healthcare | President, CEO and Director | |||
Kelly Huang, Ph.D. |
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Managing Director | |||
Sanova Dermatology, LLC | Healthcare | Board Member | ||||
JD Moore, MBA |
Spindletop Pain Management Holdings, LLC | Healthcare | Consultant | |||
David Nash, M.D., MBA |
ANI Pharma | Pharmaceutical Manufacturer | Board Member | |||
Fox Rehabilitation | National Physical Therapy Group Practice | Board Member | ||||
Info MC | Healthcare IT for Behavioral Health | Board Member | ||||
Best Value Care | Primary Care Group Practice | Board Member | ||||
NIC – National Invest Council for Elder Care | Not for Profit group supporting post-acute care industry | Board Member | ||||
The Geisinger Commonwealth School of Medicine (GCSOM) | Allopathic Medical College | Board Member | ||||
Steve Whitlock, MBA |
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Managing Director | |||
Integrity Implants, Inc. | Healthcare, Med Devices | Consultant | ||||
Molecular Matrix, Inc. | Healthcare, Med Devices | Consultant | ||||
Sports Texas Nutrition Fitness and Trauma Corporate | Health and Fitness | Consultant |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock; |
• | each of our executive officers and directors; and |
• | all of our executive officers and directors as a group. |
Amount and |
Approximate |
|||||||
Nature of |
Percentage of |
|||||||
Beneficial |
Outstanding |
|||||||
Name and Address of Beneficial Owner (1) |
Ownership (2) |
Shares |
||||||
Evan S. Melrose, M.D., MBA (3) |
4,780,000 | 19.40 | % | |||||
James H. Henry |
25,000 | * | ||||||
Craig Cordola |
15,000 | * | ||||||
Todd Fruchterman, M.D., PhD |
15,000 | * | ||||||
David Nash, M.D., MBA |
15,000 | * | ||||||
Steve Whitlock, MBA |
50,000 | * | ||||||
JD Moore, MBA |
50,000 | * | ||||||
Kelly Huang, PhD |
50,000 | * | ||||||
All directors and executive officers as a group (seven individuals) |
220,000 | * | ||||||
Five Percent Holders: |
||||||||
Spindletop Health Sponsor Group, LLC (3) |
4,780,000 | 19.40 | % | |||||
Saba Capital Management, L.P. (4) |
1,601,567 | 6.50 | % | |||||
Highbridge Capital Management, LLC (5) |
1,669,877 | 6.78 | % | |||||
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (6) |
1,500,000 | 6.09 | % | |||||
Progeny 3, Inc. (7) |
1,500,000 | 6.09 | % |
* | Less than 1% | |
(1) | Unless otherwise indicated, the business address of each of the following entities or individuals is c/o Spindletop Health Acquisition Corp., 3571 Far West Blvd. Ste. 108, Austin, TX 78731. | |
(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 | |
(3) | Our sponsor is the record holder of such shares. Dr. Melrose is the manager of our sponsor, and as such shares voting and investment discretion with respect to the common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by our sponsor. Dr. Melrose disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. | |
(4) | According to Schedule 13G/A filed on February 14, 2022. The business address of Saba Capital Management, L.P. is 405 Lexington Avenue, 58th Floor, New York, New York 10174. | |
(5) | According to Schedule 13G/A filed on February 9, 2022. The business address of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor, New York, New York 10172. | |
(6) | According to Schedule 13G filed on February 3, 2022. The business address of Calamos Market Neutral Income Fund, a series of Calamos Investment Trust is 2020 Calamos Court, Naperville, IL 60563. | |
(7) | According to Schedule 13G filed on February 17, 2022. The business address of Progeny 3, Inc. is 601 Union Street, Suite 3920, Seattle, WA 98101. |
• | Repayment of up to an aggregate of $100,000 in loans made to us by our sponsor to cover offering related and organizational expenses; |
• | Reimbursement for any out-of-pocket |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
31.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer and 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 | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | Furnished. |
SPINDLETOP HEALTH ACQUISITION CORP. | ||
By: | /s/ Evan S. Melrose | |
Evan S. Melrose | ||
Chief Executive Officer and Chief Financial Officer |
Name |
Title |
Date | ||
/s/ Evan S. Melrose |
||||
Evan S. Melrose | Chief Executive Officer and Chief Financial Officer | April 14, 2022 | ||
/s/ James H. Henry |
||||
James H. Henry | Chairman of the Board of Directors | April 14, 2022 | ||
/s/ Craig Cordola |
||||
Craig Cordola | Director | April 14, 2022 | ||
/s/ Todd Fruchterman |
||||
Todd Fruchterman | Director | April 14, 2022 | ||
/s/ David Nash |
||||
David Nash | Director | April 14, 2022 |
Page |
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F - 4 | ||||
F - 5 | ||||
F - 6 | ||||
F - 7 |
Assets: |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Prepaid expenses, non-current |
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Investments in Trust Account |
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Total assets |
$ | |||
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | |||
Due to related party |
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Total current liabilities |
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Warrant liability |
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Deferred underwriting commissions |
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Total liabilities |
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Commitments and Contingencies (Note 6) |
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Class A common stock subject to possible redemption, |
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Stockholder’s Deficit: |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total stockholders’ deficit |
( |
) | ||
|
|
|||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ deficit |
$ | |||
|
|
Formation and operating costs |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
|
|
|||
Other income (expense) |
||||
Earnings from investments held in trust account |
||||
Offering costs allocated to warrants |
( |
) | ||
Change in fair value of warrant liabilities |
||||
|
|
|||
Total other income (expense) |
||||
|
|
|||
Net income |
$ |
|||
|
|
|||
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption |
||||
|
|
|||
Basic and diluted net income per share of Class A common stock |
$ | |||
|
|
|||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||
|
|
|||
Basic and diluted net income per share of Class B common stock |
$ | |||
|
|
|||
Class A |
Class B |
Additional |
Total |
|||||||||||||||||||||||||
Common Stock |
Common Stock |
Paid-in |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance as of February 17, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of founder shares |
— | |||||||||||||||||||||||||||
Excess proceeds above fair value of private placement warrants |
|
|
— | |
|
|
— | |
|
|
— | |
|
|
— | |
|
|
|
|
|
|
— | |
|
|
|
|
Accretion of common stock subject to possible redemption |
— |
— |
— |
— |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net incom e |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) | $ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Earnings from investments held in trust account |
( |
) | ||
Offering costs allocated to warrants |
||||
Change in fair value of war r ant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid assets |
( |
) | ||
Accounts payable and accrued expenses |
( |
) | ||
Due to related party |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Accoun t |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash flows from financing activities: |
||||
Proceeds from initial public offering, net of underwriters’ discount |
||||
Proceeds from issuance of private placement warrants |
||||
Proceeds from issuance of founder shares |
||||
Proceeds from issuance of promissory note—related party |
||||
Payment of promissory note—related party |
( |
) | ||
Payment of deferred offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash, beginning of the period |
||||
|
|
|||
Cash, end of the period |
$ | |||
|
|
|||
Supplemental disclosure of cash flow information: |
||||
Initial classification of warrant liability |
$ | |||
|
|
|||
Deferred underwriting commissions payable charged to additional paid in capital |
$ | |||
|
|
|||
Remeasurement of Class A shares subject to redemption |
$ | |||
|
|
|||
Excess proceeds above fair value of private placement warrants |
|
$ |
|
|
|
|
For the period from February 17, 2021 (inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income per share: |
||||||||
Numerator: |
||||||||
Allocation of net income |
$ | $ | |
|||||
Denominator: |
||||||||
Weighted-average shares outstanding including common stock subject to redemption |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share |
$ | $ | ||||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of (the “30-day redemption period”); and |
• | if, and only if, the last reported sale price of the Class A common stock for any a period ending three trading days before the Company sends the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets: |
||||||||||||
Investments held in Trust Account – money market fund |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Private Placement Warrants |
||||||||||||
Public Warrants |
Input |
November 8, 2021 (Initial Measurement) |
|||
Risk-free interest rate |
||||
Expected term (years) |
||||
Stock price |
$ | |||
Probability of completing business combination |
% | |||
Expected volatility |
% | |||
Exercise price |
$ |
Fair Value at February 17, 2021 |
$ | |||
Fair value at issuance November 8, 2021 |
||||
Public w arrants transfer to level 1 |
( |
) | ||
Private placement warrants transfer to level 2 |
( |
) | ||
Change in fair value |
( |
) | ||
|
|
|||
Fair Value at December 31, 2021 |
$ | |||
|
|
Gross proceeds from Initial Public Offering |
$ |
|||
Less: |
||||
Proceeds allocated to public warrants |
( |
) | ||
Class A ordinary shares issuance cost |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Proceeds from Private Placement deposited in trust account interest |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ |
|||
|
|
December 31, 2021 |
||||
Deferred tax asset |
||||
Organizational costs/Startup expenses |
$ | |||
Capitalized costs related to merger |
||||
Federal net operating loss |
||||
Total deferred tax asset |
||||
Valuation allowance |
( |
) | ||
Deferred tax asset, net of allowance |
$ |
|||
December 31, 2021 |
||||
Federal |
||||
Current |
$ | |||
Deferred |
||||
State |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
( |
) | ||
Income tax provision |
$ | |||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in fair value of warrant liability |
( |
)% | ||
Warrant transaction costs |
% | |||
Change in valuation allowance |
% | |||
Income tax provision |
% |
Exhibit 31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Evan S. Melrose, certify that:
1. | I have reviewed this annual report on Form 10-K of Spindletop Health Acquisition 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. | I am 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 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; and |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
c) | Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: April 14, 2022 | /s/ Evan S. Melrose | |||||
Evan S. Melrose | ||||||
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Spindletop Health Acquisition Corp. (the Company) on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the Report), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
Date: April 14, 2022 |
/s/ Evan S. Melrose | |||||
Evan S. Melrose | ||||||
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
BALANCE SHEET (Parenthetical) |
Dec. 31, 2021
$ / shares
shares
|
---|---|
Preferred shares par or stated value per share | $ / shares | $ 0.0001 |
Preferred shares authorised | 1,000,000 |
Preferred shares issued | 0 |
Preferred shares outstanding | 0 |
Ordinary Class A [Member] | |
Common shares par or stated value per share | $ / shares | $ 0.0001 |
Common shares authorised | 100,000,000 |
Common shares issued | 0 |
Common shares outstanding | 0 |
Temporary equity, par or stated value per share | $ / shares | $ 10.20 |
Temporary shares outstanding | 23,000,000 |
Ordinary Class B [Member] | |
Common shares par or stated value per share | $ / shares | $ 0.0001 |
Common shares authorised | 10,000,000 |
Common shares issued | 5,750,000 |
Common shares outstanding | 5,750,000 |
STATEMENT OF OPERATIONS |
10 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
$ / shares
shares
| |
Formation and operating costs | $ 537,517 |
Loss from operations | (537,517) |
Other income (expense) | |
Earnings from investments held in trust account | 3,651 |
Offering costs allocated to warrants | (580,637) |
Change in fair value of warrant liabilities | 7,750,219 |
Total other income (expense) | 7,173,233 |
Net income | $ 6,635,716 |
Ordinary Class A [Member] | |
Other income (expense) | |
Basic and diluted weighted average shares outstanding | shares | 3,905,660 |
Basic and diluted net income per common stock | $ / shares | $ 0.73 |
Ordinary Class B [Member] | |
Other income (expense) | |
Basic and diluted weighted average shares outstanding | shares | 5,127,358 |
Basic and diluted net income per common stock | $ / shares | $ 0.73 |
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 10 months ended Dec. 31, 2021 - USD ($) |
Total |
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class B [Member]
|
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
---|---|---|---|---|---|
Beginning Balance at Feb. 16, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in shares) at Feb. 16, 2021 | 0 | 0 | |||
Issuance of founder shares | 25,000 | $ 0 | $ 575 | 24,425 | |
Issuance of founder shares (in shares) | 0 | 5,750,000 | |||
Excess proceeds above fair value of private placement warrants | 2,217,600 | 2,217,600 | |||
Accretion of common stock subject to possible redemption | (26,884,057) | (2,242,025) | (24,642,032) | ||
Net income | 6,635,716 | 6,635,716 | |||
Ending Balance at Dec. 31, 2021 | $ (18,005,741) | $ 0 | $ 575 | $ 0 | $ (18,006,316) |
Ending Balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 |
Organization and Business Operations |
10 Months Ended |
---|---|
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Spindletop Health Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on February 17, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 17, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) (as defined below) and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Sponsor and Financing The Company’s sponsor is Spindletop Health Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company consummated the IPO of 23,000,000 units (the “Units”) including 3,000,000 Units as part of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), and one-half of one redeemable warrant of the Company (“Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 12,600,000 warrants (the “Private Placement Warrants”), including 1,200,000 Private Placement Warrants related to the underwriters’ fully exercising their over-allotment option, at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $12,600,000. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, except that, so long as the Private Placement Warrants are held by the Sponsor and its permitted transferees: (i) they are not redeemable by the Company, except under certain circumstances when the price per share of Class A common stock equals or exceeds $11.50 (as adjusted), (ii) they (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination, (iii) they are exercisable on a cashless basis and (iv) they are entitled to registration rights. In connection with the IPO, the Company also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 Units to cover over-allotments. As part of the IPO the underwriters fully exercised their over-allotment option on the date of the IPO. Transaction costs amounted to $13,423,194 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting commissions, and $773,194 of other offering costs. Of the total offering costs, $12,842,577 was charged to temporary equity and $580,637 is included in the statement of operations. Upon the closing of the IPO and the private placement, $234,600,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.20 per share. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO of 23,000,000 Units at $10.00 per Unit, which is discussed in Note 3 and the sale of 12,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the IPO. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, $10.20 per Unit sold in the IPO is held in a “Trust Account” and may only be invested in U.S. “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 proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the IPO (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would 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 $10.20 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 shares of Class A common stock subject to redemption we re recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 15 months from the closing of the IPO to complete an initial Business Combination (the “Combination Period”). However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The sponsor, officers and directors agreed to (i) waive their redemption rights with respect to their shares of the Company’s Class B common stock and shares of Class A common stock issued upon conversion thereof (the “founder shares”) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) 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 (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a 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) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per 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 IPO 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. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have 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. Liquidity, Capital Resources and Going Concern As of December 31, 2021, the Company had $1,195,715 in its operating bank account, and working capital of $2,015,288. The Company’s liquidity needs up to November 8, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). The promissory note was paid in full on November 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial stockholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. If the Company does not complete a Business Combination within 15 months from the IPO (February 8, 2023) (such 15-month period extended (a) to 18 months if the Company has filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial Business Combination but has not completed the initial Business Combination within such 15-month period or (b) two instances by an additional three months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the Trust Account for each three month extension in an amount of $0.10 per unit) or during any stockholder-approved extension period, the Company will 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 the Company to pay 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 the limitations described herein. The Company anticipates that the $1,195,715 outside of the Trust Account as of December 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these financial statements, assuming that a Business Combination is not consummated during that time. However, until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and may use Working Capital Loans (as defined in Note 5) from the Sponsor, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until February 8, 2023 (or up to August 8, 2023 if extended as described above) to consummate a Business Combination. Our amended and restated certificate of incorporation provides that we must complete our initial business combination within 15 months from the closing of our Initial Public Offering (or extended (a) to 18 months if we have filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 15-month period or (b) two instances by an additional three months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each three month extension in an amount of $0.10 per unit). It is uncertain that the Company will be able to consummate a Business Combination by this time or if the Company has the financial resources to extend the mandatory liquidation date beyond February 8, 2023 by depositing into the trust account for each three month extension an amount of $0.10 per unit. If a Business Combination is not consummated or the mandatory liquidation date is not extended by February 8, 2023, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 8, 2023. |
Significant Accounting Policies |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,195,715 and no cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $234,603,651 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 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: 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the IPO date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for the 24,100,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants will be estimated using an internal valuation model. The valuation model will utilize inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 17, 2021 (inception) through December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, th e 23,000,000shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheet. Net Income Per Common stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 21,400,000 shares of common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period presented. Accretion of the carrying value of common stock subject to redemption value is excluded from net income per common stock because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:
Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. On February 17, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering |
10 Months Ended |
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Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On November 8, 2021, the Company sold 23,000,000 Units (including the underwriters’ over-allotment option of 3,000,000 Units) at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), and one-half of one redeemable warrant of the Company (“Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 Following the closing of the IPO on November 8, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. In connection with the IPO, the Company granted the underwriters
a 45-day option to purchase up to an additional 3,000,000 Units to cover over-allotments. The underwriters exercised the over-allotment in full on the date of the IPO (November 8, 2021). (see Note 9). |
Private Placement |
10 Months Ended |
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Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement Disclosure | Note 4 — Private Placement On November 8, 2021, simultaneously with the closing of the IPO the Company completed the private sale of 12,600,000 Private Placement Warrants, including 1,200,000 Private Placement Warrants related to the underwriters’ fully exercising their over-allotment option, at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $12,600,000. Each whole warrant entitles the holder thereof to purchase one Class A common stock at $11.50 per share, subject to adjustment (see Note 9 ). |
Related Party Transactions |
10 Months Ended |
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Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In February 2021, the Company’s initial stockholders purchased an aggregate of 5,750,000 founder shares for a capital contribution of $25,000. The founder shares included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. Included in the IPO the underwriters fully exercised their over-allotment option resulting in no founder shares subject to forfeiture. In March 2021, four members of the board of directors purchased 70,000 founders shares in the aggregate for an aggregate purchase price of $304.35, or approximately $0.004 per share (approximating the fair value of the shares on that date) . One hundred percent of these founder shares will initially be subject to forfeiture. To the extent these 70,000 founder shares held by the directors have not vested pursuant to each director’s respective founder shares subscription agreement, these shares shall be automatically forfeited for no consideration upon the termination of the director’s service to the Company as a director of the Company. Each director’s founder shares will vest at a rate of 1/36th of the shares issued per month, effective as of March 12, 2021, subject to the director’s continuous service to the Company as a director. In March 2021 three officers of the Company purchased an aggregate 150,000 founder shares for an aggregate price of $652.17, or approximately $0.004 per share (approximating the fair value of the shares on that date). One hundred percent of these founder shares will initially be subject to forfeiture. To the extent these 150,000 founder shares held by the officers have not vested pursuant to each officer’s respective founder shares subscription agreement, these shares shall be automatically forfeited for no consideration upon the termination of the officer’s service to the Company as an officer of the Company. Each officer’s founder shares will vest at a rate of 1/36th of the shares issued per month, effective as of March 12, 2021, subject to the officer’s continuous service to the Company as an officer. With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier 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 Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial Business Combination. Promissory Note — Related Party The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 in two promissory notes to be used for a portion of the expenses of the IPO. The initial promissory note entered into on February 23, 2021 provided for a loan of $100,000 that was non-interest bearing, unsecured and due at the earlier of August 31, 2021 or the closing of the IPO. On August 30, 2021, the Company entered into an amendment to the initial promissory note to extend the repayment date to the earlier of December 31, 2021 or the closing of this offering. The Company entered into an additional promissory note on June 15, 2021, which provided for a $200,000 loan that was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. As of December 31, 2021, $300,000 was repaid on these promissory notes resulting in a zero balance. 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, no such Working Capital Loans were outstanding. Administrative Fees Commencing on the date that the Company’s securities are first listed on the Nasdaq, the Company agree d to pay the Sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. At December 31, 2021, $40,000 had been accrued and charged to operating expenses, $20,000 of which is still outstanding and reported as Due to Related Party on the balance sheet. |
Commitments And Contingencies |
10 Months Ended |
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Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Note 6 — Commitments and Contingencies 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 IPO. 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. Underwriter Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover any over-allotments at the IPO price less the underwriting discounts and commissions. At the time of the IPO, the underwriters fully exercised their over-allotment option. On November 8, 2021, the Company paid a cash underwriting commission of $0.20 per unit, or $4,600,000, (including the commission related to the underwriters’ exercise of the over-allotment option). The underwriters are entitled to deferred underwriting commissions of $0.35 per unit, or $8,050,000 in the aggregate (including the commission related to the underwriters’ exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. |
Warrant Liabilities |
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Warrant Liabilities | Note 7 — Warrant Liabilities The Company accounts for the 21,400,000 warrants issued in connection with the IPO (11,500,000 Public Warrants and 12,600,000 Private Placement Warrants) in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. 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 transfer of already issued securities held by the Sponsor in connection with the closing of our initial business combination will not be included in the calculation of the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 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 90th 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 our 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 ten trading days ending on the third 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. The Private Placement Warrants will be non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period. Investment Held in Trust Account As of December 31, 2021, the investments in the Company’s Trust Account primarily consisted of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability Under the guidance in ASC 815-40 the Company’s warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Recurring Fair Value Measurements The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. On or about December 27, 2021, holders of the Company’s Units were able to separately trade the Class A common stock and warrants included in the Company’s Units. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant was reclassified from Level 3 to a Level 1. The Company’s Private Placement Warrants are economically equivalent to the Company’s Public Warrants. For the period ending December 31, 2021, the Private Warrants were reclassified from a Level 3 to a Level 2 classification. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
Measurement The Company established the initial fair value for the Warrants on November 8, 2021, the date of the consummation of the Company’s IPO, using a Monte Carlo simulation model to value the Public and Private warrants. In December 2021 the Company announced that holders of the Company’s Units may separately trade shares of the Company’s Class A common stock and Public Warrants included in the Units on the Nasdaq Capital Market under the symbols SHCA and SHCAW, respectively. With the trading of the Public Warrants on an open market, at December 31, 2021 the Public Warrants were valued based on an unadjusted market price.
The change in the fair value of the L evel 3 classified warrant liabilities for the period ended December 31, 2021 is summarized as follows:
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. At December 31, 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement. |
Class A Ordinary Share Subject to Possible Redemption |
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Class A Ordinary Share Subject to Possible Redemption | Note 8 – Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2021, there were 23,000,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table:
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Stockholder's Equity |
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Shareholders Equity [Abstract] | |
Stockholder's Equity | Note 9 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock 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 on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO, plus 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. |
Income Tax |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax | Note 10 – Income Tax The Company’s net deferred tax assets are as follows:
The income tax provision consists of the following:
As of December 31, 2021, the Company has no U.S. federal net operating loss carryovers. 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 period from December 3, 2020 (inception) through December 31, 2021, the change in the valuation allowance was $202,443. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:
The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.
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Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through, the date the financial statement was issued, require potential adjustment to or disclosure in the financial statement and did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Significant Accounting Policies (Policies) |
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Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
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Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statement 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. |
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Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
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Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the
ASC 340-10-S99-1 and |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,195,715 and no cash equivalents as of December 31, 2021. |
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Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $234,603,651 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. |
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Investments Held in the Trust Account | Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $234,603,651 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 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: 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. |
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Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the IPO date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
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Warrant Liability | Warrant Liability The Company accounts for the 24,100,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants will be estimated using an internal valuation model. The valuation model will utilize inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
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Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 17, 2021 (inception) through December 31, 2021. |
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Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, th e 23,000,000shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheet. |
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Net Income Per Common Share | Net Income Per Common stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 21,400,000 shares of common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period presented. Accretion of the carrying value of common stock subject to redemption value is excluded from net income per common stock because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. On February 17, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accounting Policies (Tables) |
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Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:
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Warrant Liabilities (Tables) |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of fair value hierarchy of the valuation techniques | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
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Summary of Monte Carlo simulation model |
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Summary of fair value of the level 3 classified warrant liabilities | The change in the fair value of the L evel 3 classified warrant liabilities for the period ended December 31, 2021 is summarized as follows:
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Class A Ordinary Share Subject to Possible Redemption (Tables) |
10 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Temporary Equity Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Condensed Balance Sheet | The Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table:
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Income Tax (Tables) |
10 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of net deferred tax assets | The Company’s net deferred tax assets are as follows:
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Summary of income tax provision | The income tax provision consists of the following:
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Summary of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:
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Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) |
10 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
$ / shares
shares
| |
Class A [Member] | |
Numerator: | |
Allocation of net income | $ | $ 2,869,124 |
Denominator: | |
Weighted-average shares outstanding including common stock subject to redemption | shares | 3,905,660 |
Basic and diluted net income per share | $ / shares | $ 0.73 |
Class B [Member] | |
Numerator: | |
Allocation of net income | $ | $ 3,766,592 |
Denominator: | |
Weighted-average shares outstanding including common stock subject to redemption | shares | 5,127,358 |
Basic and diluted net income per share | $ / shares | $ 0.73 |
Significant Accounting Policies - Additional Information (Detail) - USD ($) |
10 Months Ended | |
---|---|---|
Nov. 08, 2021 |
Dec. 31, 2021 |
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Summary Of Significant Accounting Policies [Line Items] | ||
Cash insured with federal insurance corporation | $ 250,000 | |
Cash equivalents | 0 | |
Cash | 1,195,715 | |
Total offering costs | $ 13,423,194 | |
Payments for underwriting expense | 4,600,000 | 4,600,000 |
Deferred compensation liability, Classified, Noncurrent | 8,050,000 | 8,050,000 |
Other offering costs | $ 773,194 | |
Adjustments to additional paid in capital, stock issued issuance costs | 580,637 | |
Offering Costs Allocated to Warrant Liabilities | 12,842,557 | |
Funds Held In Trust Account | $ 234,603,651 | |
Class Of Warrants Or Rights Exercisable | 21,400,000 | |
Common Class A [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Ordinary shares subject to possible redemption | 23,000,000 |
Private Placement - Additional Information (Detail) - USD ($) |
10 Months Ended | |
---|---|---|
Nov. 08, 2021 |
Dec. 31, 2021 |
|
Class Of Warrants and Rights Issued During the Period | 12,600,000 | |
Class Of Warrants and Rights Issued, Price Per Warrant | $ 1.00 | |
Ordinary Class A [Member] | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | |
Sponsor [Member] | ||
Class Of Warrants and Rights Issued During the Period | 1,200,000 | |
Proceeds from issue of warrants | $ 12,600,000 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Class Of Warrants and Rights Issued During the Period | 12,600,000 | |
Class Of Warrants and Rights Issued, Price Per Warrant | $ 1.00 | |
Proceeds from issue of warrants | $ 12,600,000 | |
Private Placement Warrants [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||
Class Of Warrants and Rights Issued During the Period | 1,200,000 | |
Public Warrants [Member] | Ordinary Class A [Member] | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | $ 11.50 |
Commitments And Contingencies - Additional Information (Detail) - USD ($) |
10 Months Ended | |
---|---|---|
Nov. 08, 2021 |
Dec. 31, 2021 |
|
Overallotment option vesting period | 45 days | 45 days |
Over-Allotment Option [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Units [Member] | ||
Overallotment option vesting period | 45 days | |
Underwriting Agreement [Member] | ||
Option to Purchase Additional Units | 3,000,000 | |
Underwriting Commission Per Unit | $ 0.20 | $ 0.35 |
Underwriting Commission | $ 4,600,000 | $ 8,050,000 |
Class A Ordinary Share Subject to Possible Redemption - Additional Information (Detail) |
Dec. 31, 2021
shares
|
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Subject to Possible Redemption [Member] | |
Temporary Equity [Line Items] | |
Temporary Equity, Shares Outstanding | 23,000,000 |
Class A Ordinary Share Subject to Possible Redemption - Summary of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Condensed Balance Sheet (Detail) - USD ($) |
10 Months Ended | |
---|---|---|
Nov. 08, 2021 |
Dec. 31, 2021 |
|
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | $ 230,000,000 | |
Proceeds from Private Placement deposited in trust account interest | $ 12,600,000 | |
Class A ordinary shares subject to possible redemption | 234,600,000 | |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | 230,000,000 | |
Proceeds allocated to Public Warrants | (9,441,500) | |
Class A ordinary shares issuance cost | (12,842,557) | |
Accretion of carrying value to redemption value | 22,284,057 | |
Proceeds from Private Placement deposited in trust account interest | 4,600,000 | |
Subject to Possible Redemption [Member] | ||
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption | $ 234,600,000 |
Warrant Liabilities - Summary of Fair Value of the Level 3 Classified Warrant Liabilities (Detail) |
10 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
| |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value at February 17, 2021 | $ 0 |
Fair value at issuance November 8, 2021 | 19,823,900 |
Public warrants transfer to level 1 | (5,750,000) |
Private placement warrants transfer to level 2 | (6,323,681) |
Change in fair value | (7,750,219) |
Fair Value at December 31, 2021 | $ 0 |
Income Tax - Additional Information (Detail) - USD ($) |
1 Months Ended | 10 Months Ended |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2021 |
|
Change in valuation allowance | $ 202,443 | $ (112,112) |
Income Tax - Summary of Net Deferred Tax Assets (Detail) |
Dec. 31, 2021
USD ($)
|
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Deferred Tax Assets, Gross [Abstract] | |
Organizational costs/Startup expenses | $ 76,276 |
Capitalized costs related to merger | 0 |
Federal net operating loss | 35,836 |
Total deferred tax asset | 112,112 |
Valuation allowance | (112,112) |
Deferred tax asset, net of allowance | $ 0 |
Income Tax - Summary of Income Tax Provision (Detail) - USD ($) |
1 Months Ended | 10 Months Ended |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2021 |
|
Current | $ 0 | |
Deferred | 112,112 | |
Current | 0 | |
Deferred | 0 | |
Change in valuation allowance | $ 202,443 | (112,112) |
Income tax provision | $ 0 |
Income Tax - Summary of Reconciliation of the Federal Income Tax Rate (Detail) |
10 Months Ended |
---|---|
Dec. 31, 2021 | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrant liability | (24.53%) |
Warrant transaction costs | 1.84% |
Change in valuation allowance | 1.69% |
Income tax provision | 0.00% |
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