QUARTERLY 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 or organization) |
(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 | ||
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
☒ |
Smaller reporting company |
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Emerging growth company |
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29 |
June 30, 2022 |
December 31, 2021 |
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(Unaudited) |
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Assets |
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Current Assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Due from related party |
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Total current assets |
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Prepaid expenses, Non-current |
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Cash and securities held in Trust Account |
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Total Assets |
$ | $ | ||||||
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Liabilities and Stockholders’ Deficit: |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Income taxes payable |
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Promissory note—related party |
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Convertible promissory note—related party, at fair value |
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Total current liabilities |
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Warrant liability |
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Total liabilities |
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Commitments and Contingencies (Note 6) |
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Common stock subject to possible redemption, |
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Stockholders’ Deficit: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
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Total Liabilities and Stockholders’ Deficit |
$ |
$ |
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|
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2022 |
2021 |
2022 |
2021 |
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Operating expenses: |
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General and administrative costs |
$ | $ | $ | $ | ||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Other income (expense): |
||||||||||||||||
Interest earned on cash and securities held in Trust Account |
||||||||||||||||
Warrant issuance costs |
( |
) | ||||||||||||||
Change in fair value of warrants |
( |
) | ||||||||||||||
Total other income (expense), net |
( |
) | ||||||||||||||
Income before provision for income taxes |
( |
) | ||||||||||||||
Provision for income taxes |
( |
) | ( |
) | ||||||||||||
Net income (loss) |
$ |
$ |
( |
) |
$ |
$ |
||||||||||
Basic and diluted weighted average Common Stock subject to redemption |
||||||||||||||||
Basic and diluted net income (loss) per common stock subject to redemption |
$ |
$ |
( |
) |
$ |
$ |
||||||||||
Basic and diluted weighted average Common Stock |
||||||||||||||||
Basic and diluted net income (loss) per common stock |
$ |
$ |
( |
) |
$ |
$ |
||||||||||
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of January 1, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Net income |
— | — | — | |||||||||||||||||
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|
|
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|
|
|
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|
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Balance as of March 31, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Remeasurement of Class A Common Stock subject to possible redemption |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
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|
|
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|
|
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|
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Balance as of June 30, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Shares |
Amount |
|||||||||||||||||||
Balance as of January 1, 2021 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
Sale of |
— | — | — | |||||||||||||||||
Issuance of representative shares |
— | |||||||||||||||||||
Issuance of representative warrants |
— | — | — | |||||||||||||||||
Subsequent remeasurement underASC480-10-S99, |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net Income |
— | — | — | |||||||||||||||||
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|
|
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|
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|
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Balance as of March 31, 2021 |
$ |
( |
) |
( |
) | |||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance as of June 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
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|
|
|
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|
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For the six months ended June 30, |
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2022 |
2021 |
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Cash flows from Operating Activities: |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash used in operating activities: |
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Operating expenses paid by sponsor |
||||||||
Interest earned on cash and securities held in Trust account |
( |
) | ( |
) | ||||
Warrant issuance costs |
||||||||
Change in fair value of warrants |
( |
) | ( |
) | ||||
Changes in current assets and current liabilities: |
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Prepaid expenses |
( |
) | ||||||
Due from related party |
||||||||
Accounts payable and accrued expenses |
( |
) | ||||||
Income taxes payable |
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|
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Net cash used in operating activities |
( |
) |
( |
) | ||||
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|
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Cash Flows from Investing Activities: |
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Investment held in Trust Account |
( |
) | ||||||
Interest withdrawn from Trust account |
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|||||
Net cash provided by (used in) investing activities |
( |
) | ||||||
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Cash flows from Financing Activities: |
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Proceeds from initial public offering, net of underwriting discounts paid |
||||||||
Proceeds from private placement |
||||||||
Proceeds from issuance of convertible promissory note – related party |
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Proceeds from issuance of promissory note – related party |
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Repayment of promissory note to related party |
( |
) | ||||||
Payments of offering costs |
( |
) | ||||||
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|
|
|
|||||
Net cash provided by financing activities |
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Net change in cash |
( |
) |
||||||
Cash, beginning of the period |
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|
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Cash, end of the period |
$ |
$ |
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Supplemental disclosure of noncash investing and financing activities: |
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Remeasurement of Class A common stock subject to possible redemption |
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Fair value of representative shares |
$ | $ | ||||||
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|
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Fair value of representative warrants |
$ | $ | ||||||
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|
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Initial value of common stock subject to possible redemption, including over-allotment as restated |
$ | $ | ||||||
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|
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Initial fair value of warrant liability, as restated |
$ | $ | ||||||
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|
|
|
|||||
Offering costs paid by Sponsor under promissory note |
$ | $ | ||||||
|
|
|
|
Amortized Cost and Carrying Value |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value as of June 30, 2022 |
|||||||||||||
U.S. Money Market |
$ | $ | — | $ | $ | |||||||||||
U.S. Treasury Securities |
( |
) | ||||||||||||||
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|
|
|
|
|||||||||
$ | $ | $ | ( |
) | $ | |||||||||||
Amortized Cost and Carrying Value |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value as of December 31, 2021 |
|||||||||||||
U.S. Money Market |
$ | $ | $ | $ | ||||||||||||
U.S. Treasury Securities |
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$ | $ | $ | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Redeemable Common Stock |
Non-Redeemable Common Stock |
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For the three months ended June 30, 2022 |
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Allocation of net income including common stock subject to redemption outstanding |
$ | $ | ||||||
Weighted Average Common Stock |
||||||||
Basic and Diluted net income per share |
$ | $ | ||||||
For the six months ended June 30, 2022 |
||||||||
Allocation of net income including common stock subject to redemption outstanding |
$ | $ | ||||||
Weighted Average Common Stock |
||||||||
Basic and Diluted net income per share |
$ | $ | ||||||
For the three months ended June 30, 2021 |
||||||||
Allocation of net loss including common stock subject to possible redemption |
$ | ( |
) | $ | ( |
) | ||
Weighted Average Common Stock |
||||||||
Basic and Diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
For the six months ended June 30, 2021 |
||||||||
Allocation of net income including common stock subject to possible redemption |
$ | $ | ||||||
Weighted Average Common Stock |
||||||||
Basic and Diluted net income per share |
$ | $ |
Gross proceeds from public issuance |
$ | |||
Less: |
||||
Proceeds allocated to public warrants |
( |
) | ||
Redeemable common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Contingently redeemable common stock, December 31, 2021 |
$ | |||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Contingently redeemable common stock, June 30, 2022 |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than of redemption (the “ each warrant holder; and |
• | if, and only if, the reported last sale price of the Common Stock equals or exceeds $ a day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders. |
Warrant liability at December 31, 2021 |
$ | |||
Change in fair value of warrant liabilities |
( |
) | ||
Warrant liabilities at March 31, 2022 |
||||
Change in fair value of warrant liabilities |
( |
) | ||
Warrant liabilities at June 30, 2022 |
$ |
June 30, 2022 |
December 31, 2021 |
|||||||
Exercise price |
$ | $ | ||||||
Share price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Expected life of the options to convert |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % | ||||||
Likelihood of completing a business combination |
% | % |
June 30, 2022 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Liabilities: |
||||||||||||||||
Warrant liability - Public Warrants |
$ | $ | $ | — | $ | — | ||||||||||
Warrant liability - Private Warrants |
— | — | ||||||||||||||
Convertible promissory note – related party |
— | — | ||||||||||||||
$ | $ | $ | — | $ | ||||||||||||
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Liabilities: |
||||||||||||||||
Warrant liability - Public Warrants |
$ | $ | $ | — | $ | — | ||||||||||
Warrant liability - Private Warrants |
— | — | ||||||||||||||
$ | $ | $ | — | $ | ||||||||||||
June 30, 2022 |
||||
Risk-free interest rate |
$ | % | ||
Time to Expiration (in years) |
$ | |||
Expected volatility |
% | |||
Exercise price |
$ | |||
Dividend yield |
% | |||
Stock Price |
$ | |||
Probability of transaction |
% |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
+ | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
ISLEWORTH HEALTHCARE ACQUISITION CORP. | ||||||
Date: August 12 , 2022 |
By: |
/s/ Robert Whitehead | ||||
Name: |
Robert Whitehead | |||||
Title: |
Chief Executive Officer | |||||
By: |
/s/ Dan Halvorson | |||||
Name: |
Dan Halvorson | |||||
Title: |
Chief Financial Officer |
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Robert Whitehead, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Isleworth Healthcare 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. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our 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 controls over financial reporting.
Date: August 12, 2022 |
By: |
/s/ Robert Whitehead | ||||
Robert Whitehead | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Dan Halvorson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Isleworth Healthcare 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. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our 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 controls over financial reporting.
Date: August 12, 2022 |
By: |
/s/ Dan Halvorson | ||||
Dan Halvorson | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of Isleworth Healthcare Acquisition Corp. (the Company) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert Whitehead, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(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 operations of the Company.
Date: August 12, 2022
/s/ Robert Whitehead | ||
Name: |
Robert Whitehead | |
Title: |
Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of Isleworth Healthcare Acquisition Corp. (the Company) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dan Halvorson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(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 operations of the Company.
Date: August 12, 2022
/s/ Dan Halvorson | ||
Name: |
Dan Halvorson | |
Title: |
Chief Financial Officer (Principal Financial and Accounting Officer) |
Condensed Balance Sheet (Parenthetical) - $ / shares |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Temporary Equity, Shares Outstanding | 20,700,000 | 20,700,000 |
Temporary equity redemption price per share | $ 10.01 | $ 10.01 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 5,491,249 | 5,491,249 |
Common Stock, Shares, Outstanding | 5,491,249 | 5,491,249 |
Unaudited Condensed Statements of Operations - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Operating expenses: | ||||
General and administrative costs | $ 337,688 | $ 235,522 | $ 928,935 | $ 392,836 |
Loss from operations | (337,688) | (235,522) | (928,935) | (392,836) |
Other income (expense): | ||||
Interest earned on cash and securities held in Trust Account | 299,880 | 21,236 | 372,461 | 21,242 |
Warrant issuance costs | 0 | 0 | 0 | (351,043) |
Change in fair value of warrants | 2,195,278 | (4,013,287) | 7,751,302 | 2,227,616 |
Total other income (expense), net | 2,495,158 | (3,992,051) | 8,123,763 | 1,897,815 |
Income before provision for income taxes | 2,157,470 | (4,227,573) | 7,194,828 | 1,504,979 |
Provision for income taxes | (30,314) | 0 | (30,314) | 0 |
Net income (loss) | $ 2,127,156 | $ (4,227,573) | $ 7,164,514 | $ 1,504,979 |
Basic and diluted weighted average Common Stock subject to redemption | 20,700,000 | 20,700,000 | 20,700,000 | 13,823,204 |
Basic and diluted net income (loss) per common stock subject to redemption | 0.08 | (0.16) | 0.27 | 0.08 |
Basic weighted average Common Stock | 5,491,249 | 5,491,250 | 5,491,249 | 5,158,805 |
Diluted weighted average Common Stock | 5,491,249 | 5,491,250 | 5,491,249 | 5,158,805 |
Basic net income (loss) per common stock | $ 0.08 | $ (0.16) | $ 0.27 | $ 0.08 |
Diluted net income (loss) per common stock | $ 0.08 | $ (0.16) | $ 0.27 | $ 0.08 |
Unaudited Condensed Statements of Changes in Stockholders' Deficit (Parenthetical) |
Jun. 30, 2022
shares
|
---|---|
Private Placement [Member] | |
Number of units | 6,140,000 |
Organization and Business Operation |
6 Months Ended |
---|---|
Jun. 30, 2022 | |
Organization and Business Operation [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Isleworth Healthcare Acquisition Corp. (the “Company”) is a blank check company formed under the laws of the State of Delaware on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. 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. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 24, 2021 (the “Effective Date”). On March 1, 2021, the Company consummated the IPO of 18,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $180,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, pursuant to certain private placement warrant purchase agreements (the “Warrant Purchase Agreements”) the Company consummated the sale of 5,600,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor and I-Bankers Securities, Inc. (“I-Bankers”), generating total gross proceeds of $5,600,000. In connection with the IPO, the underwriters were granted a 30-day option from the date of the prospectus to purchase up to 2,700,000 additional units to cover over-allotment, if any. On March 2, 2021, the underwriters fully exercised the over-allotment option. The units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds of $27,000,000 to the Company. Simultaneously with the closing of the over-allotment option, pursuant to certain Warrant Purchase Agreements, the Company completed the private sale of an aggregate of an additional 540,000 Private Placement Warrants to the Sponsor and I-Bankers at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $540,000. Transaction costs of the IPO amounted to $8,159,324, consisting of $4,140,000 of cash underwriting fees, the fair value of the representative’s warrants of $434,882, the fair value of representative shares of $3,026,438 and $558,004 of other cash offering costs (Note 7). As of June 30, 2022, $107,774 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the IPO and the over-allotment option, which was fully exercised, on March 1, 2021 and March 2, 2021, $207,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants has been held in a Trust Account (“Trust Account”), and invested only in U.S. government securities, within the meaning set forth in 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 under Rule 2a-7 promulgated under the Investment Company Act which will 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 taxes if any, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO (the “Combination Period”), or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete its Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of our public stockholders. The shares of Common Stock subject to redemption were recorded at a 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.” The Company will have 18 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its Business Combination within the Combination Period. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether it will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the fee payable to underwriters pursuant to the Business Combination marketing agreement. The 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 initial Business Combination, (ii) 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 its Business Combination within the Combination Period), and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be released to the Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not asked the Sponsor to reserve for such indemnification obligations, and the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. The Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with it waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Liquidity, Capital Resources and Going Concern As of June 30, 2022, the Company had $107,774 in its operating bank account, and working capital deficit of $252,191. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account in addition to proceeds from issuance of convertible promissory note - related party. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern, pursuant to its Amended and Restated Certificate of Incorporation, the Company has until September 1, 2022 to consummate a Business Combination. If a Business Combination is not consummated by this date, or its stockholders have not approved an extension, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company is holding a special meeting of stockholders on August 26, 2022 to seek an extension to consummate a Business Combination from September 1, 2022 to December 1, 2022, and thereafter for up to three additional months at the election of the Company, ultimately until as late as March 1, 2023. There is no assurance that the Company will be able to obtain the foregoing extension. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 1, 2022 (See Note 6 regarding the Company’s terminated business combination). |
Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies | Note 2— Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed 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 Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K filed by the Company with the SEC on March 29, 2022 which contains the audited financial statements as of December 31, 2021 and notes thereto. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities as well as the fair value of the convertible note. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had sweep account funds of $682 and $363 included in the Trust Account as of June 30, 2022 and December 31, 2021, respectively. Investment Held in Trust Account As of June 30, 2022 and December 31, 2021, investment in the Company’s Trust Account consisted of $682 and $363 in money market fund and $207,354,312 and $207,060,170 in U.S. Treasury Securities, respectively. All of the U.S. Treasury Securities will mature on September 1, 2022. The Company classifies its United States Treasury securities as held-to-maturity in accordance Held-to-maturity Held-to-maturity
A decline in the market value of held-to-maturity securities to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock issued in the IPO contains certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 20,700,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, as non-cash change in the fair value of the convertible promissory note in the condensed statements of operations. The fair value of the option to convert into private warrants was valued utilizing the closed-form model. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. Net Income (Loss) Per Common Share Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive, and (iv) any warrants that could be acquired through conversion of convertible debt. The warrants are exercisable to purchase 17,059,250 shares of common stock in the aggregate.
Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.41% and 0.0% for the three months ended June 30, 2022 and 2021, respectively, and 0.42% and 0.0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income taxation 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering |
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Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Public Offering | Note 3 — Initial Public Offering On March 1, 2021, the Company sold 18,000,000 Units, at a purchase price of $10.00 per Unit. On March 2, 2021, the underwriters purchased an additional 2,700,000 Units to exercise its over-allotment option in full at a purchase price of $10.00 per warrant, generating gross proceeds of $27,000,000. Each Unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. All of the 20,700,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99, 470-20. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99. paid-in capital (to the extent available) and accumulated deficit. As of June 30, 2022 and December 31, 2021, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table:
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Private Placement |
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Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and I-Bankers Securities, Inc. (“I-Bankers”) purchased an were purchased by I-Bankers. Simultaneously with the closing of the over-allotment option, pursuant to certain Warrant Purchase Agreements, the Company completed the private sale of an aggregate of an additional 540,000 Private Placement Warrants to the Sponsor and I-Bankers at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $540,000. Of such amount, 432,000 Private Placement Warrants were purchased by the Sponsor and 108,000 Private Placement Warrants were purchase by I-Bankers. The Private Placement Warrants are identical to the warrants included in the Units sold in the IPO, except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the IPO, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.
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Related Party Transactions |
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Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 31, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Common Stock, par value $0.0001 (the “Founder Shares”). In January 2021, the Company granted 30,000 founder shares each to three independent directors and increased to 36,000 each after a 1.2-for-1 On February 24, 2021, as part of an upsizing of the IPO, the Company effected a 1.2-for-1 With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Company’s initial stockholders, each of whom will be subject to the same transfer restrictions) until the earlier of one year after the completion of our initial Business Combination or earlier if, (x) subsequent to the initial Business Combination, the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “lock-up”). Promissory Note — Related Party On December 29, 2020, the Sponsor agreed to loan the Company up to $600,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2021, or the closing of the IPO. As of March 1, 2021, the Company had incurred an aggregate of $250,000 of offering expenses from the IPO under the promissory note. The Company repaid the note in full on March 2, 2021. On May 31, 2022, the Sponsor agreed to loan the Company $150,000 pursuant to a new promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. As of June 30, 2022, there was $150,000 outstanding under the Promissory Note. Convertible Promissory Note – Related Party and Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of Working Capital Loans may be, at the option of the lender, convertible into warrants at a price of $1.00 per warrant of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the initial stockholders or an affiliate of the initial stockholders or certain officers and directors as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. On March 15, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Convertible Note”). The Convertible Note is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. At the Sponsor’s discretion, the Convertible Note may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. At June 30, 2022, there was $300,000 of borrowings under the Convertible Note. The Convertible Note was valued using the fair value method. The fair value of the note as of June 30, 2022, was $300,000, which resulted in no change in the fair value of the convertible promissory note On March 15, 2022, the Company received the $77,345 due from the Related Party that was outstanding on December 31, 2021. Administrative Service Fee On February 24, 2021, the Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of one of the Company’s officers a total of $5,000 per month for office space, utilities, secretarial support, and other administrative and consulting services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred and paid $15,000 and $30,000 of fees for these services, respectively. The Company incurred $20,000 and $15,000 in expenses in connection with such services for the period from February 24, 2021, to June 30, 2021, and for the three months ended June 30, 2021, respectively.
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Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, the Private Placement Warrants (and underlying securities) and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the closing date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period described above. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 30-day option beginning March 1, 2021 to purchase up to an additional 2,700,000 units to cover over-allotments, if any, at the IPO price less the underwriting discounts. On March 1, 2021, the Company paid an underwriting discount of $3,600,000. On March 2, 2021, the underwriters purchased an additional 2,700,000 units to exercise its over-allotment option in full. The proceeds of $27,000,000 from the over-allotment was deposited in the Trust Account. On March 2, 2021, the Company paid additional underwriting discount of $540,000. Business Combination Marketing Agreement The Company has engaged I-Bankers as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option. Representative Shares Upon closing of the IPO and exercise of over-allotment in full, the Company issued to I-Bankers an aggregate of 316,249 shares of common stock (the “Representative Shares”). The fair value of the Representative Shares was estimated to be $3,026,438 and were treated as underwriters’ compensation. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following February 24, 2021 or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period. Representative Warrants Upon closing of the IPO and exercise of over-allotment in full, the Company agreed to grant to I-Bankers (and/or its designees) an aggregate of 569,250 warrants exercisable at $12.00 per share for an aggregate exercise price of $6,831,000, exercisable at any time during the period commencing on the later of the first anniversary of the February 24, 2021 and the closing of the Company’s initial business combination and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, I-Bankers has agreed that neither it nor its designees will be permitted to exercise the warrants after the five-year anniversary of the effective date of the registration statement. The warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of February 24, 2021, and the closing of initial business combination and terminating on the fifth anniversary of such effectiveness date. The warrants and such shares purchased pursuant to the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following February 24, 2021 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The warrants may be cashless exercised and grant to holder’s demand and “piggy back” rights for periods of five and seven years, respectively, from February 24, 2021 with respect to the registration under the Securities Act of the shares issuable upon exercise of the warrants. The Company will have no obligation to net cash settle the exercise of the warrants. The holder of the warrants will not be entitled to exercise the warrants for cash unless a registration statement covering the securities underlying the warrants is effective or an exemption from registration is available. Merger Agreement On April 26, 2022, the Company entered into an Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Isleworth, IHAC First Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Isleworth (“First Merger Sub”), IHAC Second Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Isleworth (“Second Merger Sub”), Cytovia Holdings, Inc. a Delaware corporation (“Cytovia”), and Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). On June 7, 2022, Isleworth, Cytovia, First Merger Sub, Second Merger Sub and Sponsor (together, the “Parties”), entered into the First Amendment (the “First Amendment”) to Merger Agreement and Plan of Reorganization, dated April 26, 2022, by and among the Parties. On June 30, 2022, Isleworth and Cytovia entered into a Mutual Termination Agreement (the “Termination Agreement”) which terminated the Merger Agreement, effective immediately. The Termination Agreement contained customary mutual releases and covenants not to sue. The Company is currently assessing whether it should extend its life and the life of the trust maintained for the benefit of its public holders of Common Stock and seek an alternative business combination.
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Warrant Liability |
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Warrant Liability [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant Liability | Note 7 — Warrant Liability The Company has outstanding warrants to purchase an aggregate of 16,490,000 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). Each whole warrant entitles the holder to purchase one Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time on the later of 30 days after the completion of an initial Business Combination or 12 months from the closing of the IPO. The warrants will expire on the anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective, a registration statement relating to the shares of Common Stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption:
In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 our Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary shares, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $14,280,762 of warrant liability upon issuance as of March 1, 2021 as adjusted for the closing of the Underwriters’ fully exercised over-allotment option. For the three and six months ended June 30, 2022, the Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $2,195,278 and $7,751,302, on the statements of operations, respectively, resulting in warrant liabilities of $561,577 as of June 30, 2022 on the balance sheet. For the year ended December 31, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $5,967,883, on the statements of operations, resulting in warrant liabilities of $8,312,879 as of December 31, 2021 on the balance sheet. The change in fair value of the warrant liabilities is summarized as follows:
The warrants were initially valued as Level 3 on the Initial Public Offering date using a Monte Carlo simulation. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Underwriter warrants were not determined to be derivative liabilities and only valued at issuance. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement on March 25, 2022 was $4,828,275, which was determined based on the public trading price. The Private Warrants were valued with Level 3 fair value measurement inputs as of June 30, 2022. The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2022 and December 31, 2021:
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Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of June 30, 2022 and December 31, 2021, indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
The fair value of the Convertible Promissory Note was based on the following significant inputs:
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Stockholder's Equity |
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Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 9 — Stockholder’s Equity Preferred Stock Common Stock |
Subsequent Events |
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Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Significant Accounting Policies (Policies) |
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Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on
Form10-K filed by the Company with the SEC on March 29, 2022 which contains the audited financial statements as of December 31, 2021 and notes thereto. |
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Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities as well as the fair value of the convertible note. 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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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 sweep account funds of $682 and $363 included in the Trust Account as of June 30, 2022 and December 31, 2021, respectively.
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Investment Held in Trust Account | Investment Held in Trust Account As of June 30, 2022 and December 31, 2021, investment in the Company’s Trust Account consisted of $682 and $363 in money market fund and $207,354,312 and $207,060,170 in U.S. Treasury Securities, respectively. All of the U.S. Treasury Securities will mature on September 1, 2022. The Company classifies its United States Treasury securities as held-to-maturity in accordance Held-to-maturity Held-to-maturity
A decline in the market value of held-to-maturity securities to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the
related held-to-maturity security |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock issued in the IPO contains certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 20,700,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
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Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC
340-10-S99-1 |
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Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”).
Under 815-15-25, as non-cash change in the fair value of the convertible promissory note in the condensed statements of operations. The fair value of the option to convert into private warrants was valued utilizing the closed-form model. |
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Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or
non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. |
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Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive, and (iv) any warrants that could be acquired through conversion of convertible debt. The warrants are exercisable to purchase 17,059,250 shares of common stock in the aggregate.
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Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.41% and 0.0% for the three months ended June 30, 2022 and 2021, respectively, and 0.42% and 0.0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
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Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of gross unrealized holding gain and fair value of held to maturity securities |
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Summary of basic and diluted loss per share of common stock |
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Initial Public Offering (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Reconciliation of Ordinary Shares Subject to Possible Redemption | As of June 30, 2022 and December 31, 2021, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table:
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Warrant Liability (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Warrant Liability [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Change in Fair Value of the Warrant Liabilities | The change in fair value of the warrant liabilities is summarized as follows:
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Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2022 and December 31, 2021:
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Fair Value Measurements (Tables) |
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Summary of Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of June 30, 2022 and December 31, 2021, indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
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Summary Of Estimated Fair Value Of The Convertible Promissory Note | The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2022 and December 31, 2021:
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Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Estimated Fair Value Of The Convertible Promissory Note | The fair value of the Convertible Promissory Note was based on the following significant inputs:
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Significant Accounting Policies - Summary of gross unrealized holding gain and fair value of held to maturity securities (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost and Carrying Value | $ 207,354,994 | $ 207,060,533 |
Gross Unrealized Gains | 0 | 1,264 |
Gross Unrealized Losses | (140,638) | 0 |
Fair Value | 207,214,356 | 207,061,797 |
U.S. Money Market [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost and Carrying Value | 682 | 363 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 682 | 363 |
U.S. Treasury Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost and Carrying Value | 207,354,312 | 207,060,170 |
Gross Unrealized Gains | 0 | 1,264 |
Gross Unrealized Losses | (140,638) | 0 |
Fair Value | $ 207,213,674 | $ 207,061,434 |
Initial Public Offering - Schedule of Reconciliation of Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) |
6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Mar. 02, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Dec. 31, 2021 |
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Less: | ||||
Proceeds allocated to public warrants | $ (8,905,878) | |||
Redeemable common stock issuance costs | $ (540,000) | (7,808,281) | ||
Plus: | ||||
Accretion of carrying value to redemption value | $ 157,520 | $ 0 | 16,714,159 | |
Class A Ordinary Shares Subject To Redemption [Member] | ||||
Ordinary Shares Subject To Possible Redemption [Line Items] | ||||
Gross proceeds from public issuance | 207,157,520 | 207,000,000 | ||
Plus: | ||||
Contingently redeemable common stock | $ 207,157,520 | $ 207,000,000 |
Initial Public Offering - Additional Information (Detail) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Mar. 02, 2021 |
Mar. 01, 2021 |
Mar. 31, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Stock shares issued during the period | 18,000,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Number of shares entitlement per warrant | 540,000 | 5,600,000 | |||
Additional public share issued under forward purchase agreement, shares | 2,700,000 | ||||
Shares issued, price per share | $ 10 | ||||
Additional proceeds from issuance of stock | $ 0 | $ 202,860,000 | |||
IPO [Member] | Common Class A [Member] | |||||
Stock shares issued during the period | 20,700,000 | ||||
Over-Allotment Option [Member] | |||||
Stock shares issued during the period | 2,700,000 | 2,700,000 | |||
Sale of stock issue price per share | $ 10 | ||||
Additional proceeds from issuance of stock | $ 27,000,000 | ||||
Public Warrants [Member] | |||||
Number of shares entitlement per warrant | 11.5 |
Warrant Liability - Summary of Change in Fair Value of the Warrant Liabilities (Detail) - USD ($) |
3 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Mar. 31, 2022 |
|
Warrant Liability [Abstract] | ||
Warrant liabilities, Beginning Balance | $ 2,756,855 | $ 8,312,879 |
Change in fair value of warrant liabilities | (2,195,278) | (5,556,024) |
Warrant liabilities, Ending Balance | $ 561,577 | $ 2,756,855 |
Fair Value Measurements - Summary of Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Liabilities: | ||
Warrants and rights outstanding | $ 861,577 | $ 8,312,879 |
Public Warrants [Member] | ||
Liabilities: | ||
Warrants and rights outstanding | 342,585 | 5,148,090 |
Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrants and rights outstanding | 218,992 | 3,164,789 |
Convertible Promissory Note [Member] | ||
Liabilities: | ||
Convertible Debt, Fair Value Disclosures | 300,000 | |
Level 1 [Member] | ||
Liabilities: | ||
Warrants and rights outstanding | 342,585 | 5,148,090 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants and rights outstanding | 342,585 | 5,148,090 |
Level 3 [Member] | ||
Liabilities: | ||
Warrants and rights outstanding | 518,992 | 3,164,789 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrants and rights outstanding | 218,992 | $ 3,164,789 |
Level 3 [Member] | Convertible Promissory Note [Member] | ||
Liabilities: | ||
Convertible Debt, Fair Value Disclosures | $ 300,000 |
Stockholder's Equity - Additional Information (Detail) - $ / shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 5,491,249 | 5,491,249 |
Common Stock, Shares, Outstanding | 5,491,249 | 5,491,249 |
Stock conversion basis | Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders | |
Common Stock [Member] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 26,191,249 | 26,191,249 |
Common Stock, Shares, Outstanding | 26,191,249 | 26,191,249 |
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