ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
one-fourth of one Redeemable Warrant |
||||
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
☒ | Smaller Reporting Company | |||||
Emerging growth company |
• |
“common stock” are to our Class A common stock and our Class B common stock, collectively; |
• |
“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A common stock issuable upon the conversion thereof; |
• |
“initial public offering” are to our initial public offering of 15,000,000 units, at $10.00 per unit, which closed on July 29, 2021, and the partial over-allotment exercise of 444,103 units, at $10.00 per unit, which closed on August 3, 2021; |
• |
“initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their permitted transferees); |
• |
“management” or our “management team” are to our officers and directors; |
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“placement units” are to the units purchased by our sponsor in the private placement concurrent with our initial public offering, each placement unit consisting of one placement share and one-fourth of one placement warrant; |
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“placement shares” are to the shares of our common stock included within the placement units purchased by our sponsor in the private placement concurrent with our initial public offering; |
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“placement warrants” are to the warrants included within the placement units purchased by our sponsor in the private placement concurrent with our initial public offering; |
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“private placement” are to the private placement of 463,882 placement units at a price of $10.00 per unit, for an aggregate purchase price of $4,638,820, which occurred simultaneously with the completion of our initial public offering; |
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“public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering; |
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“public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; |
• |
“public warrants” are to our redeemable warrants sold as part of the units in our initial public offering; |
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“sponsor” are to AHAC Sponsor LLC, a Delaware limited liability company; |
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“warrants” are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans; and |
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“we,” “us,” “company” or “our company” are to Alpha Healthcare Acquisition Corp. III |
• | our ability to select an appropriate target business or businesses in the healthcare industry; |
• | our ability to complete our initial business combination in the healthcare industry; |
• | our expectations around the performance of the prospective target business or businesses in the healthcare industry; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses in the healthcare industry; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following our initial public offering. |
• | We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek stockholder approval of our initial business combination, our sponsor has agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | Redeeming stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved. |
• | In connection with any meeting held to approve an initial business combination, we will offer each public stockholder the option to vote in favor of the proposed business combination and still seek redemption of their shares. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent COVID-19 coronavirus pandemic and the status of debt and equity markets. |
• | If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, our public stockholders may be forced to wait beyond such 24 months before redemption from our trust account. |
• | We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. |
• | We may seek acquisition opportunities in industries or sectors which may or may not be outside of our founders’ area of expertise. |
• | We may only be able to complete one business combination with the proceeds of our initial public offering, which will cause us to be solely dependent on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. |
• | Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. |
• | Past performance by our sponsor or their affiliates, including our management team, may not be indicative of future performance of an investment in us. |
• | We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results. |
• | Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. |
• | We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholder may be less than $10.00 per public share. |
• | We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance. |
• | We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors. |
• | Compliance obligations under the Sarbanes-Oxley Act of 2002 may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition. |
• | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. |
• | Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. |
• | An investment in our securities, and certain subsequent transactions with respect to our securities, may result in uncertain or adverse U.S. federal income tax consequences. |
• | We may effect our initial business combination with a company located outside of the United States. |
• | Social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments may occur in a country in which we may operate after we effect our initial business combination. |
• | Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience. |
• | If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive. |
• | If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. |
• | Currency policies may cause a target business’ ability to succeed in the international markets to be diminished. |
• | Because foreign law could govern our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere. |
Item 1 |
Business |
• | Industry Expertise: sub-sectors that each require unique institutional knowledge to be properly analyzed. Our management team has the ability to draw on vast experience to drive value creation for stockholders. |
• | Sourcing: |
• | Execution: |
• | Investment Expertise: right-size a company’s balance sheet provides management teams with additional flexibility while running a business. |
• | Operational Value-Add: pre-revenue startups, growth businesses, roll-ups and restructurings. We believe this will allow for a diverse set of acquisition targets to be evaluated. |
• | Opportunities for organic growth and add-on acquisitions |
• | Offers an unrecognized value proposition |
• | History of, or potential for, free cash flow generation |
• | Experienced and motivated management team |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue (other than in a public offering for cash) common stock that will either (a) be equal to or in excess of 20% of the number of shares of Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; |
• | any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the Company; |
• | the expected cost of holding a stockholder vote; |
• | the risk that the stockholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION |
OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES |
REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | ||||
Calculation of redemption price |
Redemptions at the time of our initial business combination may be made in connection with a stockholder vote or pursuant to a tender offer. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | If we are unable to consummate an initial business combination within 24 months from the closing of our initial public offering, we will redeem all public shares at a per share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding public shares. | |||
Impact to remaining stockholders |
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining stockholder after such redemptions. |
• | default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our shares of common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | Competition could reduce profit margins. |
• | Our inability to comply with governmental regulations affecting the healthcare industry could negatively affect our operations. |
• | An inability to license or enforce intellectual property rights on which our business may depend. |
• | The success of our planned business following consummation of our initial business combination may depend on maintaining a well-secured business and technology infrastructure. |
• | If we are required to obtain governmental approval of our products, the production of our products could be delayed and we could be required to engage in a lengthy and expensive approval process that may not ultimately be successful. |
• | Continuing government and private efforts to contain healthcare costs, including through the implementation of legal and regulatory changes, may reduce our future revenue and our profitability following such business combination. |
• | Changes in the healthcare related wellness industry and markets for such products affecting our customers or retailing practices could negatively impact customer relationships and our results of operations. |
• | The healthcare industry is susceptible to significant liability exposure. If liability claims are brought against us following a business combination, it could materially adversely affect our operations. |
• | Dependence of our operations upon third-party suppliers, manufacturers or contractors whose failure to perform adequately could disrupt our business. |
• | A disruption in supply could adversely impact our business. |
• | In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. |
• | The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors. |
• | In addition, after completion of any initial business combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis |
• | may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
• | rules and regulations or currency redemption or corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | tax issues, limits on our ability to change our tax residence from the United States, complex withholding and other tax regimes that may apply in connection with our business combination or to our structure following our business combination, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation or deflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, pandemics and wars; and |
• | deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer. |
Item 1B. |
Unresolved Staff Comments |
Item 2 |
Properties |
Item 3 |
Legal Proceedings |
Item 4 |
Mine Safety Disclosures |
Item 5 |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Item 6 |
Reserved. |
Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A |
Quantitative and Qualitative Disclosures About Market Risk |
Item 8 |
Financial Statements and Supplementary Data |
Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A |
Controls and Procedures |
Item 9B. |
Other Information |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item |
Directors, Executive Officers and Corporate Governance |
NAME |
AGE | POSITION | ||
Rajiv Shukla | 47 | Chief Executive Officer and Chairman | ||
Patrick A. Sturgeon |
46 | Chief Financial Officer and Secretary | ||
Darlene T. DeRemer |
66 | Director | ||
Eugene L. Podsiadlo |
65 | Director | ||
William Woodward |
62 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual (1) |
Entity |
Entity’s Business |
Affiliation | |||
Rajiv Shukla | Constellation Alpha Holdings | Investments, advisory and research for the SPAC industry | Chief Executive Officer | |||
InflammX Therapeutics (formerly known as OcuNexus Therapeutics, Inc.) |
Biotech | Board Member | ||||
Humacyte, Inc. | Biotech | Board Member | ||||
Patrick Sturgeon | Brookline Capital Markets | Mergers and acquisitions, public financing, private capital raising, secondary offerings, and capital markets | Managing Director | |||
Brookline Capital Acquisition Corp. | SPAC | Chief Financial Officer | ||||
Darlene DeRemer | Syracuse University | Education | Board of Trustees and Investment and Endowment Committee | |||
ARK Invest ETF Trust | Investment Fund | Chairman | ||||
Confluence Technologies LLC | Software | Chairman of Compensation Committee | ||||
Eugene Podsiadlo | The Singapore Forum | Thought Leadership | Board of Advisors | |||
William Woodward | Anthem Venture Partners | Venture Capital | Managing General Partner |
(1) | Each person has a fiduciary duty with respect to the listed entities next to their respective names. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our sponsor and its transferees, if any, have agreed to waive their redemption rights with respect to any founder shares and placement shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our sponsor has agreed to waive its redemption rights with respect to any founder shares and placement shares held by it if we fail to consummate our initial business combination within 24 months after the closing of our initial public offering. However, if our sponsor acquires public shares in or after our initial public offering, it will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement units held in the trust account will be used to fund the redemption of our public shares, and the placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor or certain of our directors that hold founder shares (or any other permitted assigns, if any) until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the placement units, placement shares and placement warrants and the shares of Class A common stock underlying such placement warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following our initial public offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into placement units, at a price of $10.00 per placement unit at the option of the lender, upon consummation of our initial business combination. The placement units would be identical to the units. |
Item 11 |
Executive Compensation |
Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our executive officers and directors that beneficially owns our shares of common stock; and |
• | all our executive officers and directors as a group. |
Class B common stock |
Class A common stock |
|||||||||||||||||||
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
AHAC Sponsor LLC (our sponsor) (3) |
3,786,026 | 98% | 463,882 | 2.9 | % | 22.9 | % | |||||||||||||
Rajiv Shukla (3) |
— | — | — | — | — | |||||||||||||||
Patrick A. Sturgeon (4) |
— | — | — | — | — | |||||||||||||||
Darlene DeRemer (4) |
25,000 | * | — | — | — | |||||||||||||||
Eugene Podsiadlo (4) |
25,000 | * | — | — | — | |||||||||||||||
William Woodward (4) |
25,000 | * | — | — | — | |||||||||||||||
All officers and directors as a group (5 individuals) |
— | — | — | — | — | |||||||||||||||
Anchor Investors |
||||||||||||||||||||
Atlas Diversified Master Fund, Ltd. and affiliates (5) |
— | — | 1,485,000 | 9.3 | % | 7.44 | % | |||||||||||||
Linden Capital L.P. and its affiliates (8) |
— | — | 1,485,000 | 9.3 | % | 7.44 | % | |||||||||||||
Sculptor Capital LP and its affiliates (9) |
— | — | 1,471,470 | 9.25 | % | 7.4 | % | |||||||||||||
UBS O’Connor LLC(10) |
— | — | 1,485,000 | 7.51 | % | 6 | % | |||||||||||||
All Anchor Investors (4 Total) |
— | — | 5,926,470 | 35.36 | % | 28.2 | % | |||||||||||||
5% or Greater Holders |
||||||||||||||||||||
Millennium Management LLC and affiliates (12) |
— | — | 957,229 | 6.2 | % | 4.96 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities and individuals is 1177 Avenue of the Americas, 5th Floor, New York, New York 10036. |
(2) | Interests shown consist solely of founder shares, classified as 3,861,026 Class B common stock (of which a total of 825,900 Class B common stock have been transferred to certain Anchor Investors) owned prior to the initial public offering, and an additional 463,882 placement shares to sold in the private placement that closed simultaneously with the closing of our initial public offering. |
(3) | AHAC Sponsor III LLC, our sponsor, is the record holder of the securities reported herein. Rajiv Shukla, our Chief Executive Officer, is the managing member of our sponsor. By virtue of this relationship, Mr. Shukla may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Shukla disclaims any such beneficial ownership except to the extent of his pecuniary interest. |
(4) | Such individuals hold membership interests in our sponsor and disclaim any beneficial ownership other than to the extent of his or her pecuniary interests. |
(5) | Includes common stock directly owned by Atlas Diversified Master Fund, Ltd. and its affiliates based solely on the Schedule 13G/A filed by the reporting persons with the SEC on February 14, 2022. Atlas Diversified Master Fund, Ltd. is a Cayman corporation (“ADMF”), Atlas Diversified Fund, Ltd. is a Cayman corporation (“ADF LTD”), Atlas Diversified Fund, L.P. is a Delaware limited partnership (“ADF LP”), Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), Atlas Global, LLC is a Delaware limited liability company (“AG”), Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), Atlas Portable Alpha, LP is a Delaware limited partnership (“APA LP”), Atlas Terra Fund, Ltd. is a Cayman corporation (“ATF LTD”), Atlas Institutional Equity Fund, L.P. is a Delaware limited partnership (“AIEF LP”). Balyasny Asset Management L.P. (“BAM” or the “Advisor”) serves as the investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP. Dmitry Balyasny is the Managing Partner and Chief Investment Officer of the Advisor. The business address of each of ADF LP, AG, AEF LP, APA LP, AIEF LP, the Advisor and Mr. Balyasny is 444 W. Lake Street, 50 th Floor Chicago, IL 60606. The business address for ADMF, ADF LTD, AMF, AGI, AEMF, AEF LTD, and ATF LTD is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. |
(6) | Includes common stock directly owned by Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Mr. Siu Min (Joe) Wong (“Mr. Wong,” and collectively, the “Reporting Persons”) based solely on the Schedule 13G/A filed jointly with the SEC on February 3, 2022. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by each of Linden Capital and the Managed Accounts. As of December 31, 2021, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,485,000 Shares. This amount consists of 1,383,827 Shares held by Linden Capital and 101,173 Shares held by separately managed accounts. As of December 31, 2021, each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,383,827 Shares held by Linden Capital. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022. |
(7) | Includes common stock directly owned by Sculptor Capital LP and its affiliates based solely on the Schedule 13/A filed jointly with the SEC on February 14, 2022. The following represents the shares directly held by Sculptor Capital LP (“Sculptor”): (i) Sculptor Master Fund, Ltd. (“SCMF”), a Cayman Islands exempted limited partnership, is the beneficial owner of 750,450 shares; Sculptor is the investment adviser to SCMF. (ii) Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”), a Cayman Islands company, is the beneficial owner of 222,720 shares; Sculptor is the investment adviser to SCCO. (iii) Sculptor SC II LP (“NJGC”), a Delaware limited partnership, is the beneficial owner of 441,441 shares; Sculptor Capital II LP (“Sculptor-II”), a Delaware limited partnership that is wholly owned by Sculptor, is the investment adviser to NJGC. (iv) Sculptor Enhanced Master Fund, Ltd. (“SCEN”), a Cayman Islands Company, is the beneficial owner of 58,859 shares; Sculptor is the investment adviser to SCEN. (v) Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands exempted limited partnership, is the beneficial owner of 750,450 shares, that is wholly owned by SCMF. Sculptor and Sculptor-II serve as the principal investment managers and thus may be deemed beneficial owners of the shares in the accounts managed by Sculptor and Sculptor-II. Sculptor Capital Holding II LLC, a Delaware limited liability company (“SCHC-II”) serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. Sculptor Capital Holding Corporation, a Delaware corporation (“SCHC”), serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the shares in the accounts managed by Sculptor and Sculptor-II. Sculptor Capital Management, Inc., a Delaware corporation (“SCU”) is the sole shareholder of SCHC, and may be deemed a beneficial owner of the shares in the accounts managed by Sculptor and Sculptor-II. The business address of Sculptor, Sculptor-II, SCHC, SCHC-II, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. The business address of SCMF, SCEN, and SCCO is c/o State Street (Cayman) Trust, Limited, 1 Nexus Way — Suite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman Islands. The business address of NJGC is c/o The Corporation Trust Company 1209 Orange Street, Wilmington DE 19801. The address of the registered office of NRMD is c/o MaplesFS Limited, P.O. Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands. |
(8) | Kevin Russell is the Chief Investment Officer of UBS O’Connor LLC, the investment manager of Nineteen77 Global Multi-Strategy Alpha Master Limited, and may be deemed to have voting and dispositive power over the shares held by Nineteen77 Global Multi-Strategy Alpha Master Limited. The business address of UBS O’Connor LLC is 1 N. Wacker Drive, Chicago, IL 60606. |
(9) | Includes common stock directly owned based solely upon a 13G filed by Millennium Management LLC with the SEC on August 4, 2021. The reporting persons beneficially owned an aggregate of 957,229 shares, as follows : i) Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”), beneficially owns 400,000 shares; and ii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”), beneficially owns 557,229 shares. Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen (“Mr. Englander”), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities. The business address of Millennium Management LLC is 399 Park Avenue, New York, New York, 10022. |
Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
Item 14 |
Principal Accountant Fees and Services |
Item 15 |
Exhibits, Financial Statement Schedules |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the Registrants Form S-1, filed with the Securities Exchange Commission on July 19, 2021. |
(2) | Incorporated by reference to the Registrants Form 8-K, filed with the Securities Exchange Commission on July 29, 2021 |
Item 16 |
Form 10-K Summary |
Alpha Healthcare Acquisition Corp. III | ||
/s/ Rajiv Shukla | ||
Name: | Rajiv Shukla | |
Title: | Chief Executive Officer and Chairman |
Name |
Position |
Date | ||
/s/ Rajiv Shukla Rajiv Shukla |
Chief Executive Officer and Chairman (Principal Executive Officer) |
April 15, 2022 | ||
/s/ Patrick A. Sturgeon Patrick A. Sturgeon |
Chief Financial Officer (Principal Financial and Accounting Officer) |
April 15, 2022 | ||
/s/ Darlene T. DeRemer Darlene T. DeRemer |
Director | April 15, 2022 | ||
/s/ Eugene L. Podsiadlo Eugene L. Podsiadlo |
Director | April 15, 2022 | ||
/s/ William Woodward William Woodward |
Director | April 15, 2022 |
F-2 | ||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 |
Assets |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Marketable securities held in trust account |
||||
Total assets |
$ |
|||
Liabilities and Shareholders’ Equity (Deficit) |
||||
Current liabilities: |
||||
Accrued offering costs |
$ | |||
Accrued expenses |
||||
Due to related party |
||||
Total current liabilities |
||||
Deferred underwriting fees payable |
||||
Total liabilities |
||||
Commitments and Contingencies (Note 5) |
||||
Class A common stock, $ issued and outs ta nding |
||||
Shareholders’ equity (deficit): |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholders’ deficit |
( |
) | ||
Total Liabilities and Shareholders’ Deficit |
$ |
|||
(1) | An aggregate of 45-day option period. As a result of a partial over-allotment option exercise by the underwriters, an aggregate of 45-day option period. |
Formation, general and administrative expenses |
$ | |||
Loss from operations |
( |
) | ||
Other income: |
||||
Dividend and interest income |
||||
Change in fair value of overallotment liability |
||||
Gain on expiration of overallotment option |
||||
Net loss |
$ | ( |
) | |
Weighted average shares outstanding of Class A common stock subject to possible redemption |
||||
Basic and diluted net loss per share, Class A common stock subject to possible redemption (see Note 2) |
( |
) | ||
Weighted average shares outstanding of Class A common stock |
||||
Basic and diluted net loss per share, Class A common stock (see Note 2) |
( |
) | ||
Weighted average shares outstanding of Class B common stock |
||||
Basic and diluted net loss per share, Class B common stock (see Note 2) |
( |
) |
Common Stock Subject to Possible Redemption |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity (Deficit) |
||||||||||||||||||||||||||||||||
Class A |
Class A |
Class B |
||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||
Balance - January 21, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||||
Class B common stock issued to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Issuance of Private Placement Units |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Issuance of Class A Common stock, net of issuance costs of $ |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Issuance of Public Warrants, net of issuance costs of $ |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Capital contribution by the Sponsor through transfer of Class B shares |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Fair value of underwriter’s overallotment options exercised |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Accretion to redemption value of Class A Common stock subject to possible redemption |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
Forfeiture of Founder Shares related to unexercised portion of underwriter’s overallotment option |
— | — | — | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance – December 31 , 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
(1) | An aggregate of 45-day option period. As a result of a partial over-allotment option exercise by the underwriters, an aggregate of 45-day option period. |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities |
||||
Interest earned in trust account |
( |
) | ||
Change in fair value of overallotment liability |
( |
) | ||
Gain on expiration of overallotment option |
( |
) | ||
Changes in current assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Investment of cash into trust account |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from related party |
||||
Payment to related party |
( |
) | ||
Proceeds from issuance of Units |
||||
Proceeds from issuance of Private Units |
||||
Payment of offering costs |
( |
) | ||
Net cash provided by financing activities |
||||
Net Change in Cash |
||||
Cash - January 21, 2021 (inception) |
||||
Cash - end of the period |
$ | |||
Supplemental Disclosure of cash flow information: |
||||
Deferred underwriting fee payable |
$ | |||
Capital contribution by the Sponsor through transfer of Class B shares |
$ | |||
Offering costs included in accrued offerings costs |
$ | |||
Offering costs paid by Sponsor in exchange for issuance of Class B common stock |
$ | |||
Accretion of the interest earned in trust account |
$ |
Risk-free interest rate |
% | |||
Dividend rate |
% | |||
Volatility |
% | |||
Expected life (in years) |
Risk-free interest rate |
% | |||
Dividend rate |
% | |||
Volatility |
% | |||
Expected life (in years) |
Class A subject to possible redemption |
Class A |
Class B |
||||||||||
Allocation of undistributable losses |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net income/(loss) to Common shares |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding, basic and diluted |
||||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
• | 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. |
Description |
Level |
December 31, 2021 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ |
Overallotment liability |
||||
Balance at January 21, 2021 (inception) |
$ | |||
Issuance of overallotment option |
||||
Partial exercise of overallotment option |
( |
) | ||
Change in fair value of overallotment liability |
( |
) | ||
Expiration of overallotment option |
( |
) | ||
|
|
|||
Balance at December 31, 2021 |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the common stock equals or exceeds $ |
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
||||
|
|
|||
Income tax provision |
$ |
|||
|
|
Deferred tax assets: |
||||
Net operating loss carryforwards |
$ | |||
Organizational costs/startup expenses |
||||
|
|
|||
Total deferred tax asset |
||||
Valuation allowance |
( |
) | ||
|
|
|||
Deferred tax asset, net of valuation allowance |
$ |
|||
|
|
Statutory federal income tax rate |
% | |||
Change in fair value of overallotment liability |
||||
Change in valuation allowance |
( |
) | ||
|
|
|||
Effective tax rate |
% | |||
|
|
Number of Shares |
||||
Unvested Shares Outstanding at January 21, 2021 (inception) |
||||
Granted |
||||
Forfeited |
||||
Vested |
||||
|
|
|||
Unvested Outstanding at December 31, 2021 |
||||
|
|
Exhibit 4.5
DESCRIPTION OF SECURITIES
The following summary of the material terms of the securities of Alpha Healthcare Acquisition Corp. III (we, us, our or the company) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 of which this Exhibit 4.5 forms a part, and applicable Delaware law. We urge you to read our amended and restated memorandum and articles of association in their entirety for a complete description of the rights and preferences of our securities.
Certain Terms
Unless otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to:
| common stock are to our Class A common stock and our Class B common stock, collectively; |
| founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A common stock issuable upon the conversion thereof; |
| initial public offering are to our initial public offering of 15,000,000 units, at $10.00 per unit, which closed on July 29, 2021, and the partial over-allotment exercise of 444,103 units, at $10.00 per unit, which closed on August 3, 2021; |
| initial stockholders are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their permitted transferees); |
| management or our management team are to our officers and directors; |
| placement units are to the units purchased by our sponsor in the private placement concurrent with our initial public offering, each placement unit consisting of one placement share and one-fourth of one placement warrant; |
| placement shares are to the shares of our common stock included within the placement units purchased by our sponsor in the private placement concurrent with our initial public offering; |
| placement warrants are to the warrants included within the placement units purchased by our sponsor in the private placement concurrent with our initial public offering; |
| private placement are to the private placement of 463,882 placement units at a price of $10.00 per unit, for an aggregate purchase price of $4,638,820, which occurred simultaneously with the completion of our initial public offering; |
| public shares are to shares of our Class A common stock sold as part of the units in our initial public offering; |
| public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholders and member of our management teams status as a public stockholder shall only exist with respect to such public shares; |
| public warrants are to our redeemable warrants sold as part of the units in our initial public offering; |
| sponsor are to AHAC Sponsor LLC, a Delaware limited liability company; |
| warrants are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans; and |
| we, us, company or our company are to Alpha Healthcare Acquisition Corp. III |
General
We are a blank check company formed under the laws of the State of Delaware on January 21, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report on Form 10-K as our initial business combination. Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the information that is important to you.
Units
Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustments as described herein. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of the companys Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant.
The shares of Class A common stock and warrants comprising the units began separate trading on or about September 15, 2021. Once the shares of Class A common stock and warrants commenced separate trading, holders had the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Placement Units
The placement units (including the placement shares, the placement warrants and Class A common stock issuable upon exercise of such placement warrants) will not be transferable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions to our officers and directors and other persons or entities affiliated with our sponsor). Holders of our placement units are entitled to certain registration rights. If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, the proceeds from the sale of the placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement units (and the underlying securities) will expire worthless. Further, if we seek stockholder approval, we will complete our initial business combination only if a majority of the common stock, represented in person or by proxy and entitled to vote thereon, voted at a stockholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, placement shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. Otherwise, the placement units are identical to the units sold in our initial public offering.
Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, organizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) any of their placement units, placement shares, placement warrants and Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and directors and executive officers with respect to any founder shares, placement units, placement shares, placement warrants and Class A common stock issued upon conversion or exercise thereof. We refer to such transfer restrictions as the lock-up.
Common Stock
On July 29, 2021, we sold 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150.0 million. Each unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 455,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000.
On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture term lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day period reserved for the exercise of over-allotment option.
At December 31, 2021, there were :
(i) | 15,907,985 shares of Class A common stock issued and outstanding (including 15,444,103 shares subject to possible redemption); and |
(ii) | 3,861,026 shares of Class B common stock issued and outstanding. |
Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the Delaware General Corporate Law, or the DGCL, or applicable stock exchange rules, the affirmative vote of a majority of our shares of Class A common stock, on an as converted basis, entitled to vote on any matters that are voted on such matter is required to approve any such matter. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our business combination.
The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the initial public offering and related to the closing of the business combination, including
pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless our Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public shareholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any private placement units issued to our Sponsor, officers or directors upon conversion of working capital loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting.
We will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our 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 our initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor has entered into a letter agreement with us, pursuant to which it has agreed to waive its redemption rights with respect to any founder shares, placement shares and any public shares held by it in connection with the completion of our business combination. However, if our sponsor acquires public shares in or after our initial public offering, it will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SECs proxy rules. If, however, stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. However, the participation of our sponsor or its advisors or affiliates in privately negotiated transactions, if any, could result in the approval of our business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our business combination. Our stockholders inability to redeem the Excess Shares will reduce their influence over our ability to complete our business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.
If we seek stockholder approval in connection with our business combination, our sponsor and each member of our management team have agreed to vote their founder shares, placement shares and public shares purchased during or after our initial public offering in favor of our initial business combination. As a result, in addition to our sponsors founder shares, we would need 53,915,000, or 26.1%, of the 15,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted, the placement shares to be issued to our sponsor are voted in favor of the transaction and the over-allotment option is not exercised). Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all (subject to the limitation described in the preceding paragraph).
Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our business combination within 24 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor has entered into a letter agreement with us, pursuant to which it has agreed to waive its rights to liquidating distributions from the trust account with respect to any founder shares or placement shares held by it if we fail to complete our business combination within 24 months from the closing of our initial public offering. However, if our sponsor acquires public shares in or after our initial public offering, it will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our business combination within the prescribed time period.
In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described herein.
Founder Shares
The founder shares are identical to the shares of Class A common stock included in the units being sold our initial public offering, and our sponsor has the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor has entered into a letter agreement with us, pursuant to which it has agreed (A) to waive its redemption rights with respect to any
founder shares, placement shares and any public shares held by it in connection with the completion of our business combination, (B) to waive its rights to liquidating distributions from the trust account with respect to any founder shares or placement shares held by it if we fail to complete our business combination within 24 months from the closing of our initial public offering, although our sponsor will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if we fail to complete our business combination within such time period, (C) not to propose any amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares, (iii) the founder shares are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of our sponsor, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and (iv) are subject to registration rights. If we submit our business combination to our public stockholders for a vote, our sponsor has agreed to vote any founder shares held by it and any public shares purchased during or after our initial public offering in favor of our initial business combination.
The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in our Initial Public Offering and related to the closing of the business combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless our sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of our initial public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any placement units issued to our sponsor, officers or directors upon conversion of working capital loans). Our sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.
Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares, placement units, placement shares, placement warrants and Class A common stock issued upon conversion or exercise thereof. We refer to such transfer restrictions as the lock-up.
Preferred Stock
There are no shares of preferred stock outstanding. We are authorized to issue 1,000,000 shares of preferred stock, with a par value of $0.0001 per share, with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock have been issued or registered as of December 31, 2021. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on our initial business combination. We may issue some or all of the
preferred stock to effect our initial business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we have not currently issued any shares of preferred stock, we reserve the right to do so in the future.
Warrants
Public Stockholders Warrants. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
We have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective 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. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the Newly Issued Price)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value) 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 adjacent to Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00. Once the warrants become exercisable, we may call the warrants for redemption:
| in whole and not in part; |
| at a price of $0.01 per warrant; |
| upon not less than 30 days prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
| if, and only if, the reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this Annual Report on Form 10-K) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders (the Reference Value). |
We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.
We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise their warrant prior to the scheduled redemption date. However, the price of the shares of Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price, subject to adjustments as described herein, after the redemption notice is issued.
No fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round up to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security.
Redemption Procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such persons affiliates), to the warrant agents actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of Class A common stock issued and outstanding immediately after giving effect to such exercise.
Anti-dilution Adjustments. If the number of outstanding shares of Class A common stock is increased by a share dividend payable in shares of Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding common stock.
In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of shares of Class A common stock on account of such shares of Class A common stock (or other securities into which the warrants are convertible), then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.
If the number of outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.
Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.
In addition, if (x) we issue additional shares of Class A common stock or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the Newly Issued Price)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (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 adjacent to Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively.
In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.
The warrants will be issued in registered form under a warrant agreement between Continental, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which will be filed as an exhibit to the Annual Report on Form 10-K, for a complete description of the terms and conditions applicable to the warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share of Class A common stock issued to such holder upon exercise of the warrants on all matters to be voted on by stockholders.
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.
Placement Warrants. The placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering. However, the placement warrants (including the shares of Class A common stock issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except pursuant to limited exceptions to our officers and directors and other persons or entities affiliated with the initial purchasers of the placement warrants).
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into placement units of the post-business combination entity at a price of $10.00 per placement unit at the option of the lender. Such placement units would be identical to the units sold in our initial public offering.
Dividends
We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we increase the size of our initial public offering, then we will effect a share capitalization with respect to our founder shares immediately prior to the consummation of our initial public offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding shares of our common stock upon the consummation of our initial public offering. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Our Transfer Agent and Warrant Agent
The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.
Amended and Restated Certificate of Incorporation
Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of a majority of our common stock. Our sponsor, who beneficially owns 20% of our common stock upon the closing of our initial public offering (assuming our sponsor does not purchase any units in our initial public offering), may participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner it chooses.
Specifically, our amended and restated certificate of incorporation provides, among other things, that:
| If we do not complete our initial business combination within 24 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law; |
| Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our initial public offering or (y) amend the foregoing provisions; |
| Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view; |
| If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above; |
| We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination; |
| If our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering, or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, subject to the limitations described herein; and |
| We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
In addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriters commission.
Certain Anti-Takeover Provisions of Delaware Law and our Certificate of Incorporation and By-Laws
We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of our initial public offering. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a business combination with:
| a stockholder who owns 10% or more of our outstanding voting stock (otherwise known as an interested stockholder); |
| an affiliate of an interested stockholder; or |
| an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
| A business combination includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if: |
| our board of directors approves the transaction that made the stockholder an interested stockholder, prior to the date of the transaction; |
| after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
| on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
Exclusive Forum For Certain Lawsuits
Our amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our second amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine, may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholders counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
Notwithstanding the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Special Meeting of Stockholders
Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our chief executive officer or by our chairman.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholders notice will need to be delivered to our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders. Our bylaws also specify certain requirements as to the form and content of a stockholders meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Authorized but Unissued Shares of Common Stock and Preferred Stock
Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Securities Eligible for Future Sale
Immediately after our initial public offering we had 15,455,000 shares of Class A common stock (or 17,750,000 shares of Class A common stock if the underwriters over-allotment option was exercised in full) issued and outstanding on an as-converted basis. On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 additional Units for a total amount of $4,441,030 resulting from the partial over-allotment exercise. We also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. Transaction costs related to the Underwriters partial over-allotment exercise amounted to $92,070, consisting of $88,820 of underwriting fees and $3,250 of other offering costs. The Company has also accrued underwriting fees of $155,436 that will be paid only if a business combination is entered into.
Of these shares, the shares of Class A common stock sold in our initial public offering is freely tradable without restriction or further registration under the Securities Act, except for any shares of Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares and all of the outstanding placement units are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
Rule 144
Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
| 1% of the total number of shares of common stock then outstanding, which will equal 192,050 shares immediately after our initial public offering (or 220,625 shares if the underwriters exercise their over-allotment option in full); or |
| the average weekly reported trading volume of the shares of Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
| the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
| the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
| the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
| at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
As a result, our sponsor will be able to sell their founder shares and our sponsor will be able to sell its private placement warrants pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the founder shares, placement units, placement shares, placement warrants, Class A common stock underlying the placement warrants and placement units that may be issued upon conversion of working capital loans (and any shares or Class A common stock issuable upon the exercise of the placement warrants and placement units that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of our initial public offering. The holders of these securities are entitled to make unlimited demands that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the placement warrants and the respective shares of Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) any of their placement units, placement shares, placement warrants and Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and directors and executive officers with respect to any founder shares, placement units, placement shares, placement warrants and Class A common stock issued upon conversion or exercise thereof.
Listing of Securities
Our units, Class A common stock and warrants are each traded on the Nasdaq Capital Market under the symbols ALPAU, ALPA and ALPAW, respectively. Our units commenced public trading on July 29, 2021. Our Class A common stock and warrants began separate trading on or about September 15, 2021. The units will automatically separate into their component parts and will not be traded following the completion of our initial business combination.
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Rajiv Shukla, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Alpha Healthcare Acquisition Corp. III;
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 period 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)) 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. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
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: April 15, 2022 | By: | /s/ Rajiv Shukla | ||||
Rajiv Shukla | ||||||
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, Patrick A. Sturgeon, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Alpha Healthcare Acquisition Corp. III;
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 period 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)) 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. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
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: April 15, 2022 | By: | /s/ Patrick A. Sturgeon | ||||
Patrick A. Sturgeon | ||||||
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 Annual Report of Alpha Healthcare Acquisition Corp. III (the Company) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Rajiv Shukla, 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: April 15, 2022 | /s/ Rajiv Shukla | |||||
Name: Rajiv Shukla | ||||||
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 Annual Report of Alpha Healthcare Acquisition Corp. III (the Company) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I Patrick A. Sturgeon, 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: April 15, 2022
/s/ Patrick A. Sturgeon |
Name: Patrick A. Sturgeon |
Title: Chief Financial Officer (Principal Financial and Accounting Officer) |
Balance Sheet (Parenthetical) |
11 Months Ended |
---|---|
Dec. 31, 2021
$ / shares
shares
| |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 |
Common Class A [Member] | |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary Equity, Shares Authorized | 100,000,000 |
Temporary Equity, Shares Issued | 15,444,103 |
Temporary Equity, Shares Outstanding | 15,444,103 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 100,000,000 |
Common stock shares issued | 463,882 |
Common stock shares outstanding | 463,882 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 10,000,000 |
Common stock shares issued | 3,861,026 |
Common stock shares outstanding | 3,861,026 |
Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 |
Over-Allotment Option [Member] | Common Class A [Member] | |
Common stock shares issued | 15,907,985 |
Common stock shares outstanding | 15,907,985 |
Common Stock Shares Subject To Forfeiture | 15,444,103 |
Over-Allotment Option [Member] | Common Class B [Member] | |
Common stock shares issued | 3,861,026 |
Common stock shares outstanding | 3,861,026 |
Common Stock Shares Subject To Forfeiture | 562,500 |
Statement of Operations |
11 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
$ / shares
shares
| |
Formation, general and administrative expenses | $ 467,431 |
Loss from operations | (467,431) |
Other income: | |
Dividend and interest income | 8,091 |
Change in fair value of overallotment liability | 2,923 |
Gain on expiration of overallotment option | 127,035 |
Net loss | (329,382) |
Common Class A [Member] | |
Other income: | |
Net loss | $ (6,286) |
Weighted average shares outstanding of Class A common stock subject to possible redemption | shares | 6,973,122 |
Basic and diluted net loss per share, Class A common stock subject to possible redemption | $ / shares | $ (0.03) |
Basic and diluted weighted average shares outstanding | shares | 209,549 |
Basic and diluted net loss per share | $ / shares | $ (0.03) |
Common Class B [Member] | |
Other income: | |
Net loss | $ (113,920) |
Basic and diluted weighted average shares outstanding | shares | 3,797,628 |
Basic and diluted net loss per share | $ / shares | $ (0.03) |
Statement Of Changes In Shareholders' Equity (Deficit) - 11 months ended Dec. 31, 2021 - USD ($) |
Total |
Public Warrants [Member] |
Private Placement [Member] |
Class A Common Stock Subject To Possible Redemption [Member] |
Common Class A [Member] |
Common Class B [Member] |
Common Stock [Member]
Class A Common Stock Subject To Possible Redemption [Member]
|
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class A [Member]
Private Placement [Member]
|
Common Stock [Member]
Common Class B [Member]
|
Additional Paid-in Capital [Member] |
Additional Paid-in Capital [Member]
Public Warrants [Member]
|
Additional Paid-in Capital [Member]
Private Placement [Member]
|
Accumulated Deficit [Member] |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Beginning Balance at Jan. 20, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Beginning Balance (in Shares) at Jan. 20, 2021 | 0 | 0 | 0 | |||||||||||
Class B common stock issued to Sponsor (in Shares) | 25,000 | 4,312,500 | ||||||||||||
Class B common stock issued to Sponsor | 25,000 | $ 431 | 24,569 | |||||||||||
Issuance of private placement units (Value) | $ 4,638,820 | $ 46 | $ 4,638,774 | |||||||||||
Issuance of private placement units (Shares) | 463,882 | |||||||||||||
Issuance of Class A Common stock, net of issuance costs of $9,905,857 (Value) | $ 140,738,518 | |||||||||||||
Issuance of Class A Common stock, net of issuance costs of $9,905,857 (Shares) | 15,444,103 | |||||||||||||
Issuance of Public Warrants, net of issuance costs of $239,247 | $ 3,399,132 | $ 3,399,132 | ||||||||||||
Capital contribution by the Sponsor through transfer of Class B shares | 1,186,448 | 1,186,448 | ||||||||||||
Fair value of underwriter's overallotment options exercised | 28,317 | 28,317 | ||||||||||||
Accretion to redemption value of Class A Common stock subject to possible redemption | $ (13,702,512) | $ 13,702,512 | (9,277,240) | (4,425,272) | ||||||||||
Forfeiture of Founder Shares related to unexercised portion of underwriter's overallotment option (Value) | $ (45) | 45 | ||||||||||||
Forfeiture of Founder Shares related to unexercised portion of underwriter's overallotment option (Shares) | 451,474 | 451,474 | (451,474) | |||||||||||
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned | $ (8,091) | $ 8,091 | (8,091) | |||||||||||
Net loss | (329,382) | $ (209,176) | $ (6,286) | $ (113,920) | (329,382) | |||||||||
Ending Balance at Dec. 31, 2021 | $ (4,762,268) | $ 154,449,121 | $ 46 | $ 386 | $ 0 | $ (4,762,700) | ||||||||
Ending Balance (in Shares) at Dec. 31, 2021 | 15,444,103 | 463,882 | 3,861,026 |
Statement Of Changes In Shareholders' Equity (Deficit) (Parenthetical) |
11 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
shares
| |
Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 |
Public Warrants [Member] | |
Issuance costs of warrants | $ | $ 239,247 |
Common Class A [Member] | |
Temporary equity stock issuance costs | $ | $ 9,905,857 |
Common stock shares outstanding | 463,882 |
Common Class B [Member] | |
Common stock shares outstanding | 3,861,026 |
Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 |
Over-Allotment Option [Member] | Common Class A [Member] | |
Common Stock Shares Subject To Forfeiture | 15,444,103 |
Common stock shares outstanding | 15,907,985 |
Over-Allotment Option [Member] | Common Class B [Member] | |
Common Stock Shares Subject To Forfeiture | 562,500 |
Common stock shares outstanding | 3,861,026 |
Statement of Cash Flows |
11 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
| |
Cash Flows from Operating Activities: | |
Net loss | $ (329,382) |
Adjustments to reconcile net loss to net cash used in operating activities | |
Interest earned in trust account | (8,091) |
Change in fair value of overallotment liability | (2,923) |
Gain on expiration of overallotment option | (127,035) |
Changes in current assets and liabilities: | |
Prepaid expenses | (198,983) |
Accrued expenses | 215,247 |
Net cash used in operating activities | (451,167) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (154,441,030) |
Cash Flows from Financing Activities: | |
Proceeds from related party | 56,922 |
Payment to related party | (54,647) |
Proceeds from issuance of Units | 154,441,030 |
Proceeds from issuance of Private Units | 4,638,820 |
Payment of offering costs | (3,415,736) |
Net cash provided by financing activities | 155,666,389 |
Net Change in Cash | 774,192 |
Cash - January 21, 2021 (inception) | 0 |
Cash - end of the period | 774,192 |
Supplemental Disclosure of cash flow information: | |
Deferred underwriting fee payable | 5,405,436 |
Capital contribution by the Sponsor through transfer of Class B shares | 1,186,448 |
Offering costs included in accrued offerings costs | 112,485 |
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 |
Accretion of the interest earned in trust account | $ 8,091 |
Organization and Business Operations |
11 Months Ended |
---|---|
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Alpha Healthcare Acquisition Corp. III is a blank check company incorporated as a Delaware corporation and 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 has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue an initial Business Combination target in any business or industry, it intends to focus its search on companies in the healthcare industry. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not yet commenced any operations. All activity from January 21, 2021 (inception) through December 31, 2021, relates to the Company’s formation, the Public Offering (as defined below), and activities necessary to identify a potential target for a Business Combination. Since our Initial Public Offering, we have not generated any operating revenues, and do not expect to generate any operating revenues, until after completion of our initial Business Combination. The registration statement for the Company’s Public Offering was declared effective on July 26, 2021. On July 29, 2021 (“IPO Date”), the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3. In connection with the IPO, the Company also granted the underwriters a 45-day option to purchase an additional 2,250,000 Public Units at the initial public offering price. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 455,000 Units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to AHAC Sponsor III LLC (the “Sponsor”), generating gross proceeds of $4,550,000, which is described in Note 4. At the IPO Date, transaction costs amounted to $3,461,151, consisting of $3,000,000 of underwriting fees and $461,151 of other offering costs. The Company has also accrued underwriting fees of $5,250,000 that will be paid only if a business combination is entered into. In addition, cash of $1,550,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. At the IPO date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Incentive Private Shares”) as a compensation for their commitment to purchase the Public Units sold in the IPO. The Company estimated the aggregate fair value of these shares to be $1,186,448, or $5.27 per share. The fair value of the Non-Risk Incentive Private Shares was determined to be a contribution from the Sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to shareholder’s equity upon the completion of the Initial Public Offering. At the IPO date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares of $5.27 Non-Risk Incentive Private Shares. Due to the high probability of forfeiture, the fair value of these Risk Incentive Private Shares will be recorded as a capital contribution from the Sponsor upon the closing of the initial Business Combination. On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 additional Units for a total amount of $4,441,030 resulting from the partial over-allotment exercise. The Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. Transaction costs related to the Underwriters’ partial over-allotment exercise amounted to $92,070, consisting of $88,820 of underwriting fees and $3,250 of other offering costs. The Company has also accrued underwriting fees of $155,436 that will be paid only if a business combination is entered into. The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants. Following the closing of the Initial Public Offering on July 29, 2021, an amount of $154,441,030 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, including the Units sold upon the exercise of the over-allotment option, and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except for the withdrawal of interest income to pay the income taxes, the Company’s amended and restated certificate of incorporation and subject to the requirements of law and regulation, provides that none of the funds held in the Trust Account will be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the public shares if the Company is unable to consummate an initial Business Combination within 24 months from the closing of the Public Offering (the “Combination Period”), subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete an initial Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders 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 shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of taxes payable), divided by the number of then outstanding public shares. The amount in the Trust Account is initially anticipated to be $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 deferred underwriting commissions the Company will pay to the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and 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 shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 consummate an initial Business Combination within the Combination Period. The Sponsor has agreed (i) to waive its redemption rights with respect to any Founder Shares, private placement shares and public shares held by it in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares or private placement shares held by it if the Company fails to complete its Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its Business Combination within such time period, (iii) not to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify the substance or timing of its obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their shares, and (iv) to vote any Founder Shares held by it and any public shares purchased during or after the Public Offering in favor of the Company’s initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that 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. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Going Concern As of December 31, 2021, the Company had cash outside the Trust Account of $774,192 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the sale of Private Placement Units held outside of the trust account, totaling $774,192 as of December 31, 2021. For the period from January 21, 2021 (inception) through December 31, 2021, the Company had a net loss of $329,382, which consisted of formation and general and administrative costs. The $774,192 held outside of the Trust Account as of December 31, 2021, may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, assuming a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company believes that the proceeds raised in the initial public offering and the funds potentially available from loans from the sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for operating its business. However, 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 the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. |
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Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills and U.S Treasury Coupons. During the period from January 21, 2021 (inception) through December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO date. Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. The over-allotment option (see Note 6) was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. The fair value of the overallotment liability at the IPO date of $158,275 was determined using the Black Scholes option pricing model based on the following assumptions:
On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 Units (see Note 3). The fair value of the corresponding overallotment liability partially extinguished upon exercise of $28,317 was determined using the Black Scholes option pricing model based on the following assumptions:
Upon the expiration of the unexercised overallotment options on September 9, 2021, the Company recorded a gain on the expiration of the overallotment option of $127,035. Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 21, 2021 (inception) through December 31, 2021 were reduced for the effect of an aggregate of 562,500 45-day period reserved for the exercise of over-allotment option. The Company’s statements of operations include a presentation of net loss per share subject to redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Shares subject to possible redemption and consistent with ASC 480-10-S99-3A, The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the period presented. A reconciliation of net loss per share is as follows for the period from January 21 (Inception) through December 31, 2021:
Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $9,897,599 at July 29, 2021, which were allocated between the Class A shares subject to possible redemption and the Public Warrants and charged to shareholders’ equity upon the completion of the Initial Public Offering. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk Incentive Private Shares (see Note 4) to Anchor Investors on behalf of the Company in the amount of $1,186,448. The initial public offering costs as of the IPO date were allocated $9,664,188 and $233,411 between the Class A shares subject to possible redemption and the Public Warrants (see Note 6), respectively, based on their relative fair values at the issuance date. The Company incurred an additional $92,070 offering costs of upon the partial exercise of the overallotment option on August 3, 2021. The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis:
Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering |
11 Months Ended |
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Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On July 29, 2021, the Company sold 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150.0 million. Each unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 455,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000, which is described further in Note 4. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units for the total amount of $4,441,030, received on August 6, 2021. Resulting from the partial over-allotment exercise, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. |
Related Party Transactions |
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Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 21, 2021, the Sponsor subscribed to purchase 3,593,750 shares of the Company’s common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On January 25, 2021, the Sponsor paid $25,000, or approximately $0.00696 per share, to cover for certain offering and formation costs in consideration for 3,593,750 Founder Shares. On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture provisions lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day period reserved for the exercise of over-allotment option.On July 27, 2021, our sponsor transferred 25,000 founder shares to each of Darlene DeRemer, Eugene Podsiadlo, and William Woodward. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s board of directors through the closing of such initial business combination. At the IPO date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Incentive Private Shares”) as a compensation for their commitment to purchase the Public Units sold in the IPO. The Company estimated the aggregate fair value of these shares to be $1,186,448, or $5.27 per share. The fair value of the Non-Risk Incentive Private Shares was determined to be a contribution from the sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to shareholder’s equity upon the completion of the Initial Public Offering. At the IPO date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk Incentive Private Shares. Due to the high probability of forfeiture, the fair value of these Risk Incentive Private Shares will be recorded as a capital contribution from the Sponsor upon the closing of the initial Business Combination. The Sponsor, directors and executive officers have agreed not to transfer, assign or sell (i) any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their common stock for cash, securities or other property, and (ii) any of their Private Placement Units, placement shares, Private Placement Warrants and Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of the initial Business Combination (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor and directors and executive officers with respect to any Founder Shares, Private Placement Units, placement shares, Private Placement Warrants and Class A common stock issued upon conversion or exercise thereof. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 455,000 placement units, at a purchase price of $4,550,000, in a private placement. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering except as described below. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). As a result of the partial over-allotment exercise on August 3, 2021, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. The Private Placement Units (including the placement shares, the placement warrants and Class A common stock issuable upon exercise of such placement warrants) will not be transferable or salable until 30 days after the completion of our Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor). Promissory Note — Related Party On January 25, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the Proposed Public Offering. This loan was non-interest bearing, unsecured, and was due at the earlier of (i) the date on which the Company consummates the initial public offering and (ii) the date on which the Company determines not to conduct an initial public offering of its securities, upon request from the Company the Sponsor. Through the date of the Initial Public Offering, the Company had no borrowings under the promissory note. Due to Related Party The balance of $2,275 as of December 31, 2021, represents general and administrative costs paid by the Sponsor on behalf of the Company. Administrative Service Fee The Company has agreed, commencing on the date that the Company’s securities are first listed on the Nasdaq, to pay an affiliate of the Sponsor a monthly fee of an aggregate of $10,000 for office space, administrative and support services. For the period from January 21, 2021 (inception) through December 31, 2021, administrative fees incurred and paid to the Sponsor totaled $51,000. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there were no written agreements in place for the Working Capital Loans. In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors (see Note 5). Forward Purchase Agreement The Company granted to the direct anchor investors an option, in their sole discretion, to subscribe to a forward purchase agreement for up to an aggregate of 60% (up to 10% per direct anchor investor) of the securities sold in one or multiple private placements to close prior to or concurrently with the closing of the initial business combination. The aggregate proceeds from the sale of any securities pursuant to these forward purchase agreements will be used for purposes related to the initial business combination. Since the issuance of the securities to the investors is contingent upon the closing of an equity financing in relation to the initial business combination, the terms of the forward purchase agreement will not create an obligation for either party until such financing occurs. |
Commitments & Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Warrants, Class A common stock underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans (and any shares or Class A common stock issuable upon the exercise of the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement dated July 26, 2021. The holders of these securities are entitled to make unlimited demands that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. 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, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective shares of Class A common stock underlying such warrants, 30 days after the completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from July 26, 2021, to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units for the total amount of $4,441,030. The underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Public Offering, or $3,000,000, paid on July 29, 2021. Additionally, in connection with the partial over-allotment exercise, the underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds, or $88,820, paid on August 6, 2021. In addition to the cash underwriting discounts, the underwriters will be entitled to a deferred underwriting fee of three and a half percent (3.5%), or $5,405,436 of the gross proceeds of the Public Offering and the underwriters’ partial over-allotment exercise upon the completion of the Company’s initial Business Combination. Subscription Agreements In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors. Under these Subscription Agreements, the investors, who received the At Risk Incentive Private Shares, received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the initial Business Combination subject to a maximum of 10% of such offerings’ proceeds, and the right but not the obligation to subscribe, at their sole discretion, at the same terms in the next special purpose acquisition company or other similar entity sponsored by Constellation Alpha Holdings. The investors who received the Non Risk Incentive Private Shares also received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the SPAC’s initial Business Combination subject to a maximum of 10% of such offerings’ proceeds if the Investor still holds their Public Shares at the business combination date. Since the number of shares or other instruments to be purchase by the investors is unknown, these rights to participate in future offerings do not meet definition of an equity contract. Risks and Uncertainties Management is currently evaluating the impact of the
COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholder's Equity |
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Equity [Abstract] | |||||||||||||||||
Shareholder's Equity | Note 6 — Shareholder’s Equity Common Stock — On March 1, 2021, the Company amended its charter to authorize issuance of 100,000,000 Class A common stock, with a par value of $0.0001 per share, 10,000,000 Class B common stock, with a par value of $0.0001 per share, and 1,000,000 preferred stock, with a par value of $0.0001 per share, and effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding All shares and per share amounts have been retroactively restated to reflect the stock split. On July 29, 2021, the Company sold 15,000,000 Units, each unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture term lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day period reserved for the exercise of over-allotment option. At December 31, 2021, there were (i) 15,907,985 shares of Class A common stock issued and outstanding (including 15,444,103 shares subject to possible redemption) and (ii) 3,861,026 shares of Class B common stock issued and outstanding. Both Class A and B shareholders vote together as a single class on all matters submitted to a vote of the Company shareholders, with each share of common stock entitling the holder to one vote. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless our Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public shareholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any Private Placement Units issued to our Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock – Warrants – The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity- linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:
The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 7 — Income Taxes The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. During the period from January 21, 2021 (inception) to December 31, 2021, no income tax expense was recorded. The Company’s effective tax rate for the period from January 21, 2021 (inception) through December 31, 2021 was zero percent, which differs from the expected income tax rate due predominantly to the start-up costs which are not currently deductible. The income tax provision consisted of the following as of December 31, 2021:
The Company’s net deferred tax assets consist of the following as of December 31, 2021:
As of December 31, 2021, the Company has U.S. federal net operating loss carryovers of $159,673 that do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $96,461. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties at 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 tax examinations by major taxing authorities since inception. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:
The Company files U.S. federal income tax returns and is subject to examination since inception. |
Stock-based Compensation |
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Stock-based Compensation | Note 8 — Stock-based Compensation On July 27, 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s board of directors through the closing of such initial business combination. As such, the service period for these awards will start on the IPO date. As the share awards would vest only upon the consummation on a business combination, the compensation expense in relation to these grants would be not recognized until the closing of the initial business combination. As a result, the Company recorded no compensation expense for the period from January 21, 2021 (inception) through December 31, 2021. The fair value of the Founder Shares on the grant date was approximately $5.26 per share. The valuation performed by the Company determined the fair value of the Founder Shares on the date of grant based on the fair value of the Class A shares discounted for a) the probability of a successful business combination, and b) the lack of marketability. The aggregate grant date fair value of the award amounted to approximately $394,000. A summary of the restricted stock award and restricted unit activity for the period from January 21, 2021 (inception) through December 31, 2021 is as follows:
Total unrecognized compensation expense related to unvested Founder Shares at December 31, 2021 amounted to approximately $ 394,000 and is expected to be recognized upon the initial business combination. |
Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company did not identify any subsequent events that require adjustment or disclosure in the financial statements. |
Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
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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 shareholder 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
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Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills and U.S Treasury Coupons. During the period from January 21, 2021 (inception) through December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. |
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Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO date. |
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Derivative Financial Instruments | Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. The over-allotment option (see Note 6) was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. The fair value of the overallotment liability at the IPO date of $158,275 was determined using the Black Scholes option pricing model based on the following assumptions:
On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 Units (see Note 3). The fair value of the corresponding overallotment liability partially extinguished upon exercise of $28,317 was determined using the Black Scholes option pricing model based on the following assumptions:
Upon the expiration of the unexercised overallotment options on September 9, 2021, the Company recorded a gain on the expiration of the overallotment option of $127,035. |
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Net Loss per Common Stock share | Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 21, 2021 (inception) through December 31, 2021 were reduced for the effect of an aggregate of 562,500 45-day period reserved for the exercise of over-allotment option. The Company’s statements of operations include a presentation of net loss per share subject to redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Shares subject to possible redemption and consistent with ASC 480-10-S99-3A, The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the period presented. A reconciliation of net loss per share is as follows for the period from January 21 (Inception) through December 31, 2021:
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Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $9,897,599 at July 29, 2021, which were allocated between the Class A shares subject to possible redemption and the Public Warrants and charged to shareholders’ equity upon the completion of the Initial Public Offering. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk Incentive Private Shares (see Note 4) to Anchor Investors on behalf of the Company in the amount of $1,186,448. The initial public offering costs as of the IPO date were allocated $9,664,188 and $233,411 between the Class A shares subject to possible redemption and the Public Warrants (see Note 6), respectively, based on their relative fair values at the issuance date. The Company incurred an additional $92,070 offering costs of upon the partial exercise of the overallotment option on August 3, 2021. The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis:
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Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. 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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Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Policies (Tables) |
11 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value of the Overallotment Liability | The fair value of the overallotment liability at the IPO date of $158,275 was determined using the Black Scholes option pricing model based on the following assumptions:
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Schedule of Reconciliation of Net Loss per Share | A reconciliation of net loss per share is as follows for the period from January 21 (Inception) through December 31, 2021:
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Schedule of Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis | The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis:
|
Income Taxes (Tables) |
11 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Income Tax Provision | The income tax provision consisted of the following as of December 31, 2021:
|
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Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets consist of the following as of December 31, 2021:
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Schedule of Reconciliation of the Federal Income Tax Rate To The Company's Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:
|
Stock-based Compensation (Tables) |
11 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Summary of Restricted Stock Award and Restricted Unit Activity | A summary of the restricted stock award and restricted unit activity for the period from January 21, 2021 (inception) through December 31, 2021 is as follows:
|
Organization and Business Operations - Additional Information (Detail) - USD ($) |
11 Months Ended | ||||
---|---|---|---|---|---|
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 26, 2021 |
Dec. 31, 2021 |
Jun. 30, 2021 |
|
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares Issued, Price Per Share | $ 10.00 | $ 10.00 | |||
Restricted Investments Term | 185 days | ||||
Lock In Period For Redemption Of Public Shares After Closing Of IPO | 24 months | ||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Minimum Net Worth Required for Compliance | $ 5,000,001 | ||||
Cash | 774,192 | ||||
Net loss | (329,382) | ||||
Public Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issuance cost allocation based on derivative fair value | $ 239,247 | ||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants and rights issued during the period | 455,000 | ||||
Class Of Warrants and Rights Issued, Price Per Warrant | $ 10.00 | ||||
Proceeds from Issuance of Private Placement | $ 4,550,000 | ||||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares Issued, Price Per Share | $ 10.00 | ||||
Proceeds from Issuance Initial Public Offering | $ 154,441,030 | ||||
Stock issuance costs | 3,461,151 | ||||
Payments for Underwriting Expense | 3,000,000 | ||||
Other Offering Costs | 461,151 | ||||
Deferred Offering Costs Current And Noncurrent | 1,550,000 | ||||
Accrued underwriting fees | 5,250,000 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants and rights issued during the period | 8,882 | ||||
Proceeds from Issuance of Private Placement | $ 88,820 | ||||
Other Offering Costs | 3,250 | ||||
Transaction costs incurred | 92,070 | ||||
Underwriting fees incurred | $ 88,820 | ||||
Underwriting fees payable upon the consummation of business combination | 155,436 | ||||
Private Placement [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Cash | 774,192 | ||||
Common Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period shares | 15,000,000 | ||||
Net loss | $ (6,286) | ||||
Common Class A [Member] | Sponsor [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Share Price | $ 12.00 | ||||
Common Class A [Member] | IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period shares | 15,000,000 | ||||
Shares Issued, Price Per Share | $ 10.00 | ||||
Proceeds from Issuance Initial Public Offering | $ 150,000,000 | ||||
Overallotment option vesting period | 45 days | ||||
Common Class B [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issued during the period shares for services | 25,000 | ||||
Net loss | $ (113,920) | ||||
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period shares | 600,900 | ||||
Sale of Stock, Percentage of Ownership before Transaction | 9.90% | ||||
Share Price | $ 5.27 | ||||
NonRisk Incentive Private Shares [Member] | Sponsor [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period shares | 225,000 | ||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||
Sale of Stock, Price Per Share | $ 5.27 | ||||
Class A Common Stock Subject To Possible Redemption [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issuance cost allocation based on temporary equity fair value | 9,905,857 | ||||
Net loss | (209,176) | ||||
Class A Common Stock Subject To Possible Redemption [Member] | Public Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issuance costs | $ 10,145,105 | ||||
Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period shares | 2,250,000 | ||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period shares | 2,250,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 |
Significant Accounting Policies - Additional Information (Detail) - USD ($) |
11 Months Ended | |||
---|---|---|---|---|
Sep. 09, 2021 |
Aug. 03, 2021 |
Jul. 29, 2021 |
Dec. 31, 2021 |
|
Unrecognized Tax Benefits | $ 0 | |||
Accrued for interest and penalties | 0 | |||
FDIC Insured Amount | $ 250,000 | |||
Stock issued during the period share based compensation forfeited | 451,474 | |||
Offering costs incurred | $ 92,070 | |||
Gain on expiration of overallotment option | $ 127,035 | 127,035 | ||
Fair value of overallotment liability at the initial public offering date | 158,275 | |||
Fair value of overallotment liability partially extinguished upon exercise of option | $ 28,317 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | |||
IPO [Member] | ||||
Stock issuance costs | $ 3,461,151 | |||
Common Class A [Member] | ||||
Temporary equity shares outstanding | 15,444,103 | |||
Common Class A [Member] | IPO [Member] | ||||
Offering costs incurred | $ 233,411 | |||
Class A Common Stock Subject To Possible Redemption [Member] | ||||
Stock issuance cost allocation based on temporary equity fair value | 9,905,857 | |||
Class A Common Stock Subject To Possible Redemption [Member] | IPO [Member] | ||||
Offering costs incurred | $ 9,664,188 | |||
Common Class B [Member] | ||||
Weighted average shares subject to forfeiture | 562,500 | |||
Common stock shares for which the forfeiture option expired | 111,026 | |||
Stock issued during the period share based compensation forfeited | 451,474 | |||
NonRisk Incentive Private Shares [Member] | Sponsor [Member] | ||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | |||
Public Warrants [Member] | ||||
Stock issuance cost allocation based on derivative fair value | $ 239,247 | |||
Public Warrants [Member] | Class A Common Stock Subject To Possible Redemption [Member] | ||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 9,897,599 | |||
Stock issuance costs | $ 10,145,105 |
Significant Accounting Policies - Schedule of Fair Value of the Overallotment Liability (Detail) |
11 Months Ended | |
---|---|---|
Aug. 03, 2021 |
Dec. 31, 2021 |
|
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of overallotment liability measurement input | 0.05 | 0.05 |
Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of overallotment liability measurement input | 0 | 0 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of overallotment liability measurement input | 5.00 | 5.00 |
Expected life (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of overallotment liability term | 1 month 6 days | 1 month 13 days |
Significant Accounting Policies - Schedule of Reconciliation of Net Loss per Share (Detail) |
11 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
$ / shares
shares
| |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |
Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (329,382) |
Class A Common Stock Subject To Possible Redemption [Member] | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |
Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (209,176) |
Weighted average shares outstanding, basic and diluted | shares | 6,973,122 |
Basic and diluted net loss per share | $ / shares | $ (0.03) |
Common Class A [Member] | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |
Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (6,286) |
Weighted average shares outstanding, basic and diluted | shares | 209,549 |
Basic and diluted net loss per share | $ / shares | $ (0.03) |
Common Class B [Member] | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |
Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (113,920) |
Weighted average shares outstanding, basic and diluted | shares | 3,797,628 |
Basic and diluted net loss per share | $ / shares | $ (0.03) |
Significant Accounting Policies - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Detail) |
Dec. 31, 2021
USD ($)
|
---|---|
Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 154,449,121 |
Significant Accounting Policies - Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Overallotment liability |
11 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
| |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 0 |
Issuance of overallotment option | 158,275 |
Partial exercise of overallotment option | (28,316) |
Change in fair value of overallotment liability | (2,924) |
Expiration of overallotment option | (127,035) |
Ending balance | $ 0 |
Initial Public Offering - Additional information (Detail) - USD ($) |
11 Months Ended | ||||
---|---|---|---|---|---|
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 26, 2021 |
Dec. 31, 2021 |
Jun. 30, 2021 |
|
Shares Issued, Price Per Share | $ 10.00 | $ 10.00 | |||
Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of warrants and rights issued during the period | 455,000 | ||||
Class Of Warrants and Rights Issued, Price Per Warrant | $ 10.00 | ||||
Proceeds from Issuance of Private Placement | $ 4,550,000 | ||||
IPO [Member] | |||||
Shares Issued, Price Per Share | $ 10.00 | ||||
Proceeds from Issuance Initial Public Offering | $ 154,441,030 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 8,882 | ||||
Proceeds from Issuance of Private Placement | $ 88,820 | ||||
Common Class A [Member] | |||||
Stock shares issued during the period shares | 15,000,000 | ||||
Common Class A [Member] | IPO [Member] | |||||
Stock shares issued during the period shares | 15,000,000 | ||||
Shares Issued, Price Per Share | $ 10.00 | ||||
Proceeds from Issuance Initial Public Offering | $ 150,000,000 | ||||
Exercise price of warrant | $ 11.50 | ||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||
Stock shares issued during the period shares | 2,250,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
11 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 27, 2021 |
Jul. 26, 2021 |
Mar. 01, 2021 |
Jan. 25, 2021 |
Jan. 21, 2021 |
Dec. 31, 2021 |
Jun. 30, 2021 |
|
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||||||
Shares Issued, Price Per Share | $ 10.00 | $ 10.00 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 451,474 | ||||||||
Due to related party | $ 2,275 | ||||||||
Founder Shares [Member] | |||||||||
Common Stock, Shares Subscribed but Unissued | 3,593,750 | ||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | $ 25,000 | |||||||
Shares Issued, Price Per Share | $ 0.00696 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 3,593,750 | ||||||||
Office Space Administrative And Support Services [Member] | |||||||||
Expenses from Transactions with Related Party | 10,000 | ||||||||
Working Capital Loan [Member] | |||||||||
Due to related party | 0 | ||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | ||||||||
Warrants issued price per warrant | $ 1.50 | ||||||||
Sponsor [Member] | |||||||||
Administrative fees | $ 51,000 | ||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||
Note payable – related party | $ 0 | ||||||||
Sponsor [Member] | Darlene DeRemer [Member] | Founder Shares [Member] | |||||||||
Stock shares issued during the period shares | 25,000 | ||||||||
Sponsor [Member] | Eugene Podsiadlo [Member] | Founder Shares [Member] | |||||||||
Stock shares issued during the period shares | 25,000 | ||||||||
Sponsor [Member] | William Woodward [Member] | Founder Shares [Member] | |||||||||
Stock shares issued during the period shares | 25,000 | ||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Class of warrants and rights issued during the period | 455,000 | ||||||||
Proceeds from Issuance of Private Placement | $ 4,550,000 | ||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||
Common Stock forfeiture provisions lapsed | 111,026 | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 451,464 | ||||||||
Overallotment option vesting period | 45 days | ||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||||
Class of warrants and rights issued during the period | 8,882 | ||||||||
Proceeds from Issuance of Private Placement | $ 88,820 | ||||||||
IPO [Member] | |||||||||
Shares Issued, Price Per Share | $ 10.00 | ||||||||
Underwriting Agreement [Member] | Founder Shares [Member] | |||||||||
Stock shares issued during the period shares | 2,250,000 | ||||||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | ||||||||
Stock shares issued during the period shares | 2,250,000 | ||||||||
Forward Purchase Agreement [Member] | |||||||||
Option granted to direct anchor investors to subscribe to agreement as percentage of aggregate securities sold in one or multiple private placements | 60.00% | ||||||||
Option granted to direct anchor investors to subscribe to agreement percentage of as aggregate securities sold in one or multiple private placements per each direct anchor investor | 10.00% | ||||||||
Common Class A [Member] | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common stock shares outstanding | 463,882 | ||||||||
Stock shares issued during the period shares | 15,000,000 | ||||||||
Common Class A [Member] | Sponsor [Member] | |||||||||
Share price | $ 12.00 | ||||||||
Number of trading days for determining the share price | 20 days | ||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||
Waiting period after which the share trading days are considered | 150 days | ||||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||||
Common stock shares outstanding | 15,907,985 | ||||||||
Common Class A [Member] | IPO [Member] | |||||||||
Shares Issued, Price Per Share | $ 10.00 | ||||||||
Stock shares issued during the period shares | 15,000,000 | ||||||||
Common Class B [Member] | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | ||||||||
Stockholders' Equity Note, Stock Split | 1:1.2 | ||||||||
Common stock shares outstanding | 4,312,500 | 3,861,026 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 451,474 | ||||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||
Common stock shares outstanding | 3,861,026 | ||||||||
NonRisk Incentive Private Shares [Member] | Sponsor [Member] | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||||||
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||
Stock shares issued during the period shares | 225,000 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||||||
Sale of Stock, Price Per Share | $ 5.27 | ||||||||
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||
Stock shares issued during the period shares | 600,900 | ||||||||
Sale of Stock, Percentage of Ownership before Transaction | 9.90% |
Commitments & Contingencies - Additional Information (Detail) - USD ($) |
11 Months Ended | |||||
---|---|---|---|---|---|---|
Aug. 06, 2021 |
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 26, 2021 |
Dec. 31, 2021 |
Jul. 14, 2021 |
|
NonRisk Incentive Private Shares [Member] | Maximum [Member] | Sponsor [Member] | ||||||
Percentage of ownership shares through initial Business Combination | 10.00% | |||||
Risk Incentive Private Shares [Member] | Minimum [Member] | Sponsor [Member] | ||||||
Percentage of ownership shares through initial Business Combination | 10.00% | |||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||
Stock shares issued during the period shares | 2,250,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | |||||
Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 | |||||
Cash underwriting discount percent | 2.00% | 2.00% | ||||
Payment of underwriting discount | $ 88,820 | $ 3,000,000 | ||||
Deferred underwriting fee percent | 3.50% | |||||
Deferred underwriting commission | $ 5,405,436 |
Shareholder's Equity - Additional Information (Detail) - $ / shares |
11 Months Ended | |||||
---|---|---|---|---|---|---|
Sep. 30, 2021 |
Aug. 03, 2021 |
Jul. 29, 2021 |
Mar. 01, 2021 |
Jan. 25, 2021 |
Dec. 31, 2021 |
|
Class of Stock [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||
Preferred stock par or stated value per share | $ 0.0001 | |||||
Preferred stock shares authorized | 1,000,000 | |||||
Preferred stock shares issued | 0 | |||||
Preferred stock shares outstanding | 0 | |||||
Volume weighted average price of shares | $ 9.20 | |||||
Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | |||||
Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||
Warrants and rights outstanding term | 5 years | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock shares issued during the period shares | 15,000,000 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock shares issued | 463,882 | |||||
Common stock shares outstanding | 463,882 | |||||
Common Class A [Member] | Founder [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of common stock issued and outstanding | 20.00% | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock shares issued | 3,861,026 | |||||
Common stock shares outstanding | 4,312,500 | 3,861,026 | ||||
Stockholders' Equity Note, Stock Split | 1:1.2 | |||||
Stock Issued During Period, Shares, Stock Splits | 4,312,500 | |||||
Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock par or stated value per share | $ 0.0001 | |||||
Preferred stock shares authorized | 1,000,000 | |||||
Redemption of warrants equals or exceeds $18.00 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180.00% | |||||
Share price | $ 18.00 | |||||
Class of warrants or rights redemption price per unit | $ 0.01 | |||||
Notice period of redemption warrant | 30 days | |||||
Securities for capital with closing of initial business combination | 20 days | |||||
Third trading day prior to date on which company notice of redemption | 30 days | |||||
Redemption of warrants equals or exceeds $18.00 [Member] | Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Notice period of redemption warrant | 30 days | |||||
Redemption of warrants below $9.20 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% | |||||
Share price | $ 9.20 | |||||
Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of additional shares purchased | 444,103 | 444,103 | ||||
Number of shares available for purchase | 2,250,000 | |||||
Number of shares lapsed | 111,026 | |||||
Number of founder shares forfeited | 451,464 | |||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock Shares Subject To Forfeiture | 15,444,103 | |||||
Common stock shares issued | 15,907,985 | |||||
Common stock shares outstanding | 15,907,985 | |||||
Over-Allotment Option [Member] | Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock Shares Subject To Forfeiture | 562,500 | |||||
Common stock shares issued | 3,861,026 | |||||
Common stock shares outstanding | 3,861,026 | |||||
Over-Allotment Option [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock shares issued during the period shares | 3,593,750 | |||||
Common Stock Shares Subject To Forfeiture | 468,750 | |||||
Equity Method Investment, Ownership Percentage | 20.00% |
Income Taxes - Schedule of Income Tax Provision (Detail) |
11 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
| |
Federal | |
Current | $ 0 |
Deferred | (96,461) |
State | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 96,461 |
Income tax provision | $ 0 |
Income Taxes - Schedule of Net Deferred Tax Assets (Detail) |
Dec. 31, 2021
USD ($)
|
---|---|
Deferred tax assets: | |
Net operating loss carryforwards | $ 33,531 |
Organizational costs/startup expenses | 62,930 |
Total deferred tax asset | 96,461 |
Valuation allowance | (96,461) |
Deferred tax asset, net of valuation allowance | $ 0 |
Income Taxes - Schedule of Reconciliation of the Federal Income Tax Rate To The Company's Effective Tax Rate (Detail) |
11 Months Ended |
---|---|
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
Change in fair value of overallotment liability | 8.30% |
Change in valuation allowance | (29.30%) |
Effective tax rate | 0.00% |
Income Taxes - Additional Information (Detail) |
11 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
| |
Income Tax Expense | $ 0 |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 0.00% |
Deferred Tax Assets, Valuation Allowance | $ 96,461 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits income tax penalties and interest accrued | 0 |
Domestic Tax Authority [Member] | |
Net operating loss carryovers | $ 159,673 |
Stock-based Compensation - Summary of Restricted Stock Award and Restricted Unit Activity (Detail) |
11 Months Ended |
---|---|
Dec. 31, 2021
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested Shares Outstanding at January 21, 2021 (inception) | 0 |
Granted | 75,000 |
Forfeited | 0 |
Vested | 0 |
Unvested Outstanding at December 31, 2021 | 75,000 |
Stock-based Compensation - Additional Information (Detail) - USD ($) |
11 Months Ended | |
---|---|---|
Jul. 27, 2021 |
Dec. 31, 2021 |
|
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Share based compensation | $ 0 | |
Fair value of founder shares on the grant date | $ 5.26 | |
Aggregate grant date fair value of the award | $ 394,000 | |
Total unrecognized compensation expense related to unvested founder shares | $ 394,000 | |
Three Independent Director Nominees [Member] | Common Class B [Member] | Sponsor [Member] | ||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 25,000 |
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