Stock-based Compensation

11 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

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:


	Number of Shares
Unvested Shares Outstanding at January 21, 2021 (inception)		—
Granted		75,000
Forfeited		—
Vested		—

Unvested Outstanding at December 31, 2021		75,000

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.