| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 210,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.60 | | | | | $ | 12,600,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.40 | | | | | $ | 197,400,000 | | |
| | | | | 1 | | | |
| | | | | 11 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 80 | | | |
| | | | | 85 | | | |
| | | | | 86 | | | |
| | | | | 88 | | | |
| | | | | 90 | | | |
| | | | | 96 | | | |
| | | | | 129 | | | |
| | | | | 138 | | | |
| | | | | 141 | | | |
| | | | | 144 | | | |
| | | | | 162 | | | |
| | | | | 172 | | | |
| | | | | 180 | | | |
| | | | | 180 | | | |
| | | | | 180 | | | |
| | | | | F-1 | | |
| | |
September 30, 2021
|
| |||||||||
Balance Sheet Data:
|
| |
Actual
|
| |
As Adjusted
|
| ||||||
Working capital (deficiency)
|
| | | $ | (443,865) | | | | | $ | 1,510,936 | | |
Total assets
|
| | | $ | 586,777 | | | | | $ | 215,710,936 | | |
Total liabilities
|
| | | $ | 575,841 | | | | | $ | 27,176,460 | | |
Value of Class A common stock subject to possible redemption
|
| | | $ | — | | | | | $ | 214,200,000 | | |
Stockholders’ deficit
|
| | | $ | 10,936 | | | | | $ | (25,665,524) | | |
|
Public shares
|
| | | | 21,000,000 | | |
|
Founder shares
|
| | | | 6,300,000 | | |
|
Total shares
|
| | | | 27,300,000 | | |
|
Total funds in trust available for initial business combination (less deferred underwriting commissions)
|
| | | $ | 205,800,000 | | |
|
Initial implied value per public share
|
| | | $ | 10.00 | | |
|
Implied value per share upon consummation of initial business combination
|
| | | $ | 7.54 | | |
| | |
Without
Over-allotment Option |
| |
Over-allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 210,000,000 | | | | | $ | 241,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 10,650,000 | | | | | | 11,910,000 | | |
Total gross proceeds
|
| | | $ | 220,650,000 | | | | | $ | 253,410,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 4,200,000 | | | | | $ | 4,830,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 160,000 | | | | | | 160,000 | | |
SEC/FINRA Expenses
|
| | | | 89,890 | | | | | | 89,890 | | |
Travel and road show
|
| | | | 20,000 | | | | | | 20,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Miscellaneous(4) | | | | | 55,110 | | | | | | 55,110 | | |
Total estimated offering expenses (excluding underwriting commissions)
|
| | | $ | 750,000 | | | | | $ | 750,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 215,700,000 | | | | | $ | 247,830,000 | | |
Held in trust account(3)
|
| | | $ | 214,200,000 | | | | | $ | 246,330,000 | | |
% of public offering size
|
| | | | 102% | | | | | | 102% | | |
Not held in trust account
|
| | | $ | 1,500,000 | | | | | $ | 1,500,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6)
|
| | | $ | 400,000 | | | | | | 26.7% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 160,000 | | | | | | 10.7% | | |
Payment for office space, administrative and support services(7)
|
| | | | 210,000 | | | | | | 14% | | |
NYSE continued listing fees
|
| | | | 165,000 | | | | | | 11% | | |
Director & Officer liability insurance premiums(8)
|
| | | | 500,000 | | | | | | 33.3% | | |
Working capital to cover miscellaneous expenses and reserves
|
| | | | 65,000 | | | | | | 4.3% | | |
Total(9) | | | | $ | 1,500,000 | | | | | | 100.0% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.06) | | | | | | (0.06) | | |
Increase attributable to public stockholders
|
| | | | (4.01) | | | | | | (4.00) | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | (4.07) | | | | | | (4.06) | | |
Dilution to public stockholders
|
| | | $ | 14.07 | | | | | $ | 14.06 | | |
Percentage of dilution to public stockholders
|
| | | | 140.7% | | | | | | 140.6% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Class B common stock(1)
|
| | | | 6,300,000 | | | | | | 23.0% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.004 | | |
Public Stockholders
|
| | | | 21,000,000 | | | | | | 77.0% | | | | | $ | 210,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 27,300,000 | | | | | | 100.0% | | | | | $ | 210,025,000 | | | | | | 100.0% | | | | | | | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (443,865) | | | | | $ | (443,865) | | |
Net proceeds from this offering and sale of the private placement
warrants |
| | | | 215,700,000 | | | | | | 247,830,000 | | |
Plus: Offering costs accrued or paid in advance, excluded from tangible book value before this offering
|
| | | | 454,801 | | | | | | 454,801 | | |
Less: Warrant Liability(1)
|
| | | | (18,776,460) | | | | | | (21,292,082) | | |
Less: Deferred underwriting commissions
|
| | | | (8,400,000) | | | | | | (9,660,000) | | |
Less: Proceeds held in trust subject to redemption
|
| | | | (214,200,000) | | | | | | (246,330,000) | | |
| | | | $ | (25,665,524) | | | | | $ | (29,441,146) | | |
Denominator: | | | | | | | | | | | | | |
Common stock outstanding prior to this offering
|
| | | | 7,245,000 | | | | | | 7,245,000 | | |
Common stock forfeited if over-allotment is not exercised
|
| | | | (945,000) | | | | | | — | | |
Common stock included in the units offered
|
| | | | 21,000,000 | | | | | | 24,150,000 | | |
Less: Common stock subject to redemption
|
| | | | (21,000,000) | | | | | | (24,150,000) | | |
| | | | | 6,300,000 | | | | | | 7,245,000 | | |
| | |
September 30, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(2)
|
| ||||||
Promissory note – related party(1)
|
| | | $ | 289,425 | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 8,400,000 | | |
Warrant Liability(3)
|
| | | | — | | | | | | 18,776,460 | | |
Class A common stock, $0.0001 par value, 240,000,000 shares authorized: ‑0‑ and 21,000,000 shares are subject to possible redemption(4)(5)
|
| | | | — | | | | | | 214,200,000 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, actual and as adjusted; none issued or outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, actual
and as adjusted; 7,245,000 and 6,300,000 shares issued and outstanding, actual and as adjusted, respectively |
| | | | 725 | | | | | | 630 | | |
Additional paid-in capital(6)
|
| | | | 24,275 | | | | | | — | | |
Accumulated deficit
|
| | | | (14,064) | | | | | | (25,666,154) | | |
Total stockholders’ equity
|
| | | $ | 10,936 | | | | | $ | (25,665,524) | | |
Total capitalization
|
| | | $ | 300,361 | | | | | $ | 215,710,936 | | |
Type of Transaction
|
| |
Whether Stockholder
Approval is Required |
|
Purchase of assets | | | No | |
Purchase of stock of target not involving a merger with the company | | | No | |
Merger of target with a subsidiary of the company | | | No | |
Merger of the company with a target | | | Yes | |