References to "we," "us" or the "Company" refer to
Overview
We are a blank check company incorporated in
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We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities for the twelve months ended
For the twelve months ended
Liquidity and Capital Resources
On
Simultaneously with the closing of the Public Offering, the Company consummated
the sale of 4,875,000 warrants at a price of
Following the closing of the Public Offering,
As of
Prior to the completion of the Public Offering, the Company's liquidity needs
were satisfied through a capital contribution of
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The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans. Also, the Company is subject to mandatory liquidation and subsequent dissolution if no business combination is consummated within twenty-four months from the IPO filing date. In connection with the Company's assessment of going concern considerations in accordance with FASB ASC 205-40, "Basis of Presentation - Going Concern," management has determined that the limited amounts of cash and working capital and risk of mandatory liquidation raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the accompanying financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate afterMarch 19, 2023 . The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Shares of Class A Common Stock Subject to Possible Redemption
The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." The Company's shares of Class A Common Stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, shares of Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders' (deficit) equity section of the Company's balance sheet.
Public Warrants and Private Placement Warrants
Simultaneously with the closing of the Public Offering, the Sponsor purchased an
aggregate of 4,875,000 Private Placement Warrants at a price of
Pursuant to the Public Offering, the Company sold 17,500,000 Units at a price of$10.00 per Unit for a total of$175,000,000 . Each Unit consists of one Public Share, and one-half of one warrant ("Public Warrants"). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock at a price of$11.50 per share.
The Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder's option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant.
The Company evaluated the Public Warrants and Private Placement Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity's Own Equity, and concluded that they do not meet the criteria to be classified in stockholders' (deficit) equity. Specifically, the exercise of the Public Warrants and Private Placement Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company's outstanding shares of Common Stock. Because not all of the Company's shareholders 54
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need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at their initial fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.
Net Income Per Common Share
Net income per common share is computed by dividing net income by the
weighted-average number of shares of common stock outstanding during the period,
excluding shares of common stock forfeited. The Company has not considered the
effect of the conversion of the Working Capital Loan warrants to Class A common
shares, upon merger, in the calculation of diluted income per share, since no
amounts were drawn from the Working Capital Loan as of
The Company has two classes of shares, which are referred to as Class A and Class B common stock. The Company's statement of operations includes a presentation of net income per share for each of Class A and B common stock in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A and B common stock is calculated by dividing the net income by the weighted average number of shares of Class A and B common stock since original issuance.
Non-redeemable
common stock includes Founder Shares Class B common stock as these shares do not have any redemption features.
Recent Accounting Pronouncement
InAugust 2020 , the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard will become effective for the Company beginningJanuary 1, 2024 , can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company's financial statements.
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.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor a monthly fee of
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On
The Company granted the underwriters a 45-day option fromMarch 16, 2021 , to purchase up to 2,625,000 additional Units to cover any over-allotments at the initial public offering price less the underwriting discounts and commissions. The underwriters did not exercise any of the over-allotment units which expired onMay 3, 2021 . Because the underwriters did not exercise their over-allotment option, 656,250 shares of Class B common stock were forfeited at no cost onMay 3, 2021 , so that total Class B common stock were reduced from 5,031,250 to 4,375,000 shares (Note 5 to the financial statements). The forfeited shares returned to the authorized but unissued shares of the Class B common stock of the Company.
The underwriter is entitled to a deferred underwriting discount of 3.5% of the
gross offering proceeds of the Public Offering, or
The holders of Founder Shares and Working Capital Warrants that may be issued
upon conversion of working capital loans, if any, will be entitled to
registration rights (in the case of the Founder Shares, only after conversion of
such shares to shares of Class A common stock) pursuant to a registration rights
agreement signed on
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