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ACKRELL SPAC Partners I (ACKIT)

Document And Entity Information

Document And Entity Information - shares9 Months Ended
Sep. 30, 2021Nov. 15, 2021
Document Information Line Items
Entity Registrant NameACKRELL SPAC PARTNERS I CO.
Trading SymbolACKI
Document Type10-Q
Current Fiscal Year End Date--12-31
Entity Common Stock, Shares Outstanding18,169,000
Amendment Flagfalse
Entity Central Index Key0001790121
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Document Period End DateSep. 30,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ3
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companytrue
Entity Ex Transition Periodfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Entity File Number001-39821
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number83-3237047
Entity Address, Address Line One2093 Philadelphia
Entity Address, Address Line TwoPike #1968
Entity Address, City or TownClaymont
Entity Address, State or ProvinceDE
Entity Address, Postal Zip Code19703
City Area Code(650)
Local Phone Number560-4753
Title of 12(b) SecurityCommon Stock, par value $0.0001 per share
Security Exchange NameNASDAQ
Entity Interactive Data CurrentYes

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)Sep. 30, 2021Dec. 31, 2020
Assets
Cash $ 191,915 $ 677,130
Prepaid assets124,860 226,723
Total Current Assets316,775 903,853
Cash and securities held in Trust Account139,426,720 139,383,247
Total assets139,743,495 140,287,100
Liabilities and Stockholders’ Equity
Accounts payable and accrued expense316,369 292,965
State franchise tax accrual145,284 7,225
Due to related parties93,958 3,548
Total current liabilities555,611 303,738
Warrant liabilities261,565 580,860
Total liabilities817,176 884,598
Commitments
Common stock subject to possible redemption, 13,800,000 shares (at redemption value of approximately $10.10 per share) at September 30, 2021 and December 31, 2020, respectively139,426,720 139,383,247
Stockholders’ (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,369,000 shares (excluding 13,800,000 shares subject to possible redemption) issued and outstanding at September 30, 2021 and December 31, 2020, respectively437 437
Additional paid-in capital100,827 144,300
Accumulated deficit(601,665)(125,482)
Total stockholders’ (deficit) equity(500,401)19,255
Total Liabilities and Stockholders’ (Deficit) Equity $ 139,743,495 $ 140,287,100

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / sharesSep. 30, 2021Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption13,800,000 13,800,000
Redemption value per share (in Dollars per share) $ 10.1 $ 10.1
Preferred stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized100,000,000 100,000,000
Common stock, shares issued4,369,000 4,369,000
Common stock, shares outstanding4,369,000 4,369,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2021Sep. 30, 2020
Income Statement [Abstract]
Formation and operating costs $ 354,676 $ 2,846 $ 838,951 $ 4,235
Loss from operations(354,676)(2,846)(838,951)(4,235)
Other income
Interest income14,155 43,473
Change in fair value of warrant liabilities97,499 319,295
Total other income111,654 362,768
Net loss $ (243,022) $ (2,846) $ (476,183) $ (4,235)
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)13,800,000 13,800,000
Basic and diluted net loss per share attributable to common stock subject to redemption (in Dollars per share) $ (0.01) $ (0.03)
Basic and diluted weighted average shares outstanding, common stock (in Shares)4,369,000 3,250,000 4,369,000 3,450,000
Basic and diluted net loss per share attributable to common stockholders (in Dollars per share) $ (0.01) $ 0 $ (0.03) $ 0

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)Common StockAdditional Paid-in CapitalAccumulated Earnings (Deficit)Total
Balance at Dec. 31, 2019 $ 394 $ 4,874 $ (3,755) $ 1,513
Balance (in Shares) at Dec. 31, 20193,937,500
Net loss (1,389)(1,389)
Balance at Jun. 30, 2020 $ 394 4,874 (5,144)124
Balance (in Shares) at Jun. 30, 20203,937,500
Net loss (2,846)(2,846)
Balance at Sep. 30, 2020 $ 394 4,874 (7,990)(2,722)
Balance (in Shares) at Sep. 30, 20203,937,500
Balance at Dec. 31, 2020 $ 437 144,300 (125,482)19,255
Balance (in Shares) at Dec. 31, 20204,369,000
Subsequent measurement of common stock subject to possible redemption (29,318) (29,318)
Net loss (233,161)(233,161)
Balance at Jun. 30, 2021 $ 437 114,982 (358,643)(243,224)
Balance (in Shares) at Jun. 30, 20214,369,000
Subsequent measurement of common stock subject to possible redemption (14,155) (14,155)
Net loss (243,022)(243,022)
Balance at Sep. 30, 2021 $ 437 $ 100,827 $ (601,665) $ (500,401)
Balance (in Shares) at Sep. 30, 20214,369,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)9 Months Ended
Sep. 30, 2021Sep. 30, 2020
Cash Flows from Operating Activities:
Net loss $ (476,183) $ (4,235)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investment held in Trust Account(43,473)
Change in fair value of warrant liabilities(319,295)
Changes in current assets and current liabilities:
Prepaid assets101,863
Accounts payable and accrued expense23,404 418
State franchise tax accrual138,059
Due to related parties90,410
Net cash used in operating activities(485,215)(3,817)
Cash Flows from Financing Activities:
Proceed from collection of subscription receivable from initial stockholder150,000
Payments of deferred offering costs (135,519)
Net cash provided by financing activities 14,481
Net (Decrease) Increase in Cash(485,215)10,664
Cash - Beginning677,130 13,248
Cash - Ending191,915 23,912
Supplemental Disclosure of Non-cash Financing Activities:
Increase in account payable for deferred offering costs 66,503
Subsequent measurement of common stock subject to redemption (interest earned on trust account) $ 43,473

Organization and Business Opera

Organization and Business Operations9 Months Ended
Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements Abstract
Organization and Business OperationsNote 1 — Organization and Business Operations Organization and General Ackrell SPAC Partners I Co.
(the “Company”) is a blank check company formed under the laws of the State of Delaware on September 11, 2018. The Company
was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (the “Business Combination” or “Initial
Business Combination”). The Company has selected December
31 as its fiscal year end. As of September 30, 2021,
the Company had not yet commenced any revenue-generating operations. All activity through September 30, 2021 relates to the Company’s
formation, the Initial Public Offering (as defined below), and the search for a prospective Initial Business Combination. The Company
will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company
will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO
and will recognize changes in the fair value of warrant liability as other income (expense) (See Note 11). Financing The registration statements
(“Registration Statements”) for the Company’s initial public offering (“Initial Public Offering” or “IPO”)
were declared effective on December 21, 2020. On December 23, 2020, the Company consummated the Initial Public Offering of 13,800,000 units
(the “Public Units”), which included the full exercise of the underwriter’s overallotment option, generating gross proceeds
of $138,000,000, which is described in Note 4. Each Public Unit consists of (i) one subunit (the “Public Subunit”),
which consists of one share of common stock (the “Public Share”) and one-half of one redeemable warrant, and (ii) one-half
of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”).
Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Simultaneously with the closing
of the IPO, the Company consummated the sale of 539,000 units (the “Private Units”) at a price of $10.00 per
unit in a private placement to Ackrell SPAC Sponsors I LLC (the “Sponsor”), the Company’s sponsor, and EarlyBirdCapital,
Inc. (“EarlyBirdCapital”), generating gross proceeds of $5,390,000, which is described in Note 5. Each Private Unit consists
of (i) one subunit (the “Private Subunit”), which consists of one share of common stock (the “Private Share”)
and one-half of one redeemable warrant, and (ii) one-half of one redeemable warrant (collectively, the redeemable warrants included
in the Private Units and Private Subunits, the “Private Warrants”). Each whole Private Warrant entitles the holder to purchase
one share of common stock at a price of $11.50 per share. Trust Account Following the closing of the
IPO on December 23, 2020, an amount of $139,380,000 ($10.10 per Unit) from the net proceeds of the sale of the Public and Private
Units in the IPO and private placement was placed in a trust account (“Trust Account”) which will be invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion
of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits properly submitted in connection with a
stockholder vote to amend the Company’s amended and restated certificate of incorporation, or (c) the redemption of the Company’s
Public Subunits if the Company is unable to complete the Initial Business Combination within the Combination Period (as defined below). Initial Business Combination The Company’s Business
Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance
in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the
Company will only complete a 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 stockholders with the opportunity to redeem all or a portion of their Public Subunits
included in the Public Units sold in the IPO upon the completion of a Business Combination either (i) in connection with a stockholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders
will be entitled to redeem their Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially
approximately $10.10 per subunit, plus any pro rata interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its tax obligations). The Company will have 12 months
from the closing of the IPO to consummate a Business Combination with an opportunity to extend the period of time up to two times each
by an additional three months (for a total of up to 18 months to complete a business combination) (the “Combination Period”),
subject to the Sponsor depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $1,380,000 ($0.10
per unit) for each of the available three-month extensions. If the Company is unable to consummate a Business Combination within the Combination
Period, the Company will redeem 100% of the outstanding Public Subunits for a pro rata portion of the amount then on deposit in the Trust
Account (initially approximately $10.10 per subunit, plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its tax obligations). The Sponsor, EarlyBirdCapital
and the Company’s officer and directors have agreed to (i) waive their conversion rights with respect to their Founder Shares (See
Note 6), Representative Shares (See Note 9) and Private Subunits (collectively, the “Private Securities”) in connection with
the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect
to their Private Securities if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose
an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the
Company’s obligation to redeem 100% of its Public Subunits if the Company does not complete a Business Combination, unless
the Company provides the public stockholders with the opportunity to redeem their Public Subunits in conjunction with any such amendment. Liquidation The holders of the Private
Securities will not participate in any liquidation distribution with respect to such securities. In the event of such distribution, it
is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will
be less than the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust
Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that
are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement entered into
by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed
amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or
claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters
of the Company’s IPO against certain liabilities, including liabilities under the Securities Act. The Company has not asked the
Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient
funds to satisfy its indemnity obligations. The Company believes that the Sponsor’s only assets are securities of the Company. Therefore,
the Company believes it is unlikely that Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Liquidity and Going Concern As of September 30, 2021,
the Company had cash outside the Trust Account of $191,915 available for working capital needs. All remaining cash and securities
were held in the Trust Account and are generally unavailable for the Company’s use prior to an Initial Business Combination and
are restricted for use either in a Business Combination or to redeem Public Subunits. As of September 30, 2021, none of the amount on
deposit in the Trust Account was available to be withdrawn as described above. Through September 30, 2021,
the Company’s liquidity needs were satisfied through receipt of $5,000 from the sale of the Founder Shares (See Note 6), advances
from the Sponsor in an aggregate amount of $300,000 which were repaid upon the IPO, and the remaining net proceeds from the
IPO and private placement (See Note 4 and 5) held outside of the Trust Account. The Company’s initial
stockholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust
Account. 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, other than
the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of
such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As
of September 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding. Until consummation of its
Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from
the Initial Stockholders, the Sponsor, the Company’s officers and directors, or their respective affiliates, for identifying and
evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from
the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective
target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company anticipates that
the $191,915 outside of the Trust account as of September 30, 2021 will not be sufficient to allow the Company to operate for at
least the next 12 months, assuming that a Business Combination is not consummated during that time. Moreover, the Company may need to
obtain additional financing to consummate its Initial Business Combination but there is no assurance that new financing will be available
to the Company on commercially acceptable terms. Furthermore, if the Company is not able to consummate a business combination by December
23, 2021, it will trigger the Company’s automatic winding up, liquidation and dissolution. The Company may extend the Combination
Period by up to six months if the Sponsor deposits $1,380,000 into the Company’s Trust Account for each three-month extension
but there is no assurance that the Sponsor will do so. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern.

Revision of Prior Period Financ

Revision of Prior Period Financial Statements9 Months Ended
Sep. 30, 2021
Revision Of Prior Period Financial Statements [Abstract]
Revision of Prior Period Financial StatementsNote 2 – Revision of Prior Period Financial Statements As a result of recent guidance
to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of
ASC 480-10-S99 on the Company’s financial statements. The Company had previously classified a portion of its Public Subunits (and
the underlying shares of common stock) in permanent equity. Subsequent to the re-evaluation, the Company’s management concluded
that all of its Public Subunits should be classified as temporary equity. The identified errors impacted the Company’s Current Report
on Form 8-K filed on December 30, 2020 containing the IPO balance sheet as of December 23, 2020, Annual Report on Form 10-K filed on March
31, 2021 containing financial statements as of December 31, 2020 and Quarterly Report on Form 10-Q filed on May 24, 2021 containing financial
statements as of March 31, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting
Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements;” the Company evaluated the errors and has determined that the related impacts were not material to the aforementioned
Form 8-K, Form 10-K and Form 10-Q reports, but that correcting the cumulative impact of such errors would be significant to the Company’s
financial statements for the three months and nine months ended September 30, 2021. Accordingly, the Company has corrected such immaterial
errors by adjusting its prior financial statements and classified all Public Subunits as temporary equity. The Company will also correct
previously reported financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect
of the revision on each financial statement line item. Impact of the Revision The impact of the revision
on the audited balance sheet as of December 23, 2020, audited financial statements as of and for the year ended December 31, 2020, and
unaudited interim condensed financial statements as of and for the three months ended March 31, 2021 are presented below.
As Previously Adjustments As Restated
Balance Sheet at December 23, 2020
Common stock subject to possible redemption $ 135,094,307 $ 4,285,693 $ 139,380,000
Common stock 479 (42 ) 437
Additional paid-in capital 5,007,859 (4,860,327 ) 147,532
Balance Sheet at December 31, 2020
Common stock subject to possible redemption $ 134,983,359 $ 4,399,888 $ 139,383,247
Common stock 480 (43 ) 437
Additional paid-in capital 5,118,821 (4,974,521 ) 144,300
Accumulated deficit $ (119,298 ) $ (6,184 ) $ (125,482 )
Statement of Operations for the year ended December 31, 2020
Basic and diluted weighted average shares outstanding, common stock subject to redemption - 339,344 339,344
Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 3,429,593 3,429,593
Basic and diluted weighted average shares outstanding, common stock 4,198,081 (429,144 ) 3,768,937
Statement of Cash Flows for the year ended December 31, 2020
Supplemental disclosure of cash flow information
Initial value of common stock subject to possible redemption $ 135,094,307 $ (11,621,066 ) $ 123,473,241
Change in value of common stock subject to possible redemption (110,948 ) 110,948 -
Reclassification of offering costs related to public shares - (2,946,021 ) (2,946,021 )
Subsequent measurement of common stock subject to redemption - 18,852,780 18,852,780
Subsequent measurement of common stock subject to redemption (interest earned on trust account) $ - $ 3,247 $ 3,247
Balance Sheet at March 31, 2021
Common stock subject to possible redemption $ 134,522,628 $ 4,884,666 $ 139,407,294
Common stock 485 (48 ) 437
Additional paid-in capital 5,004,871 (4,884,618 ) 120,253
Accumulated deficit $ (5,345 ) $ 0 $ (5,345 )
Statement of Operations for the three months ended March 31, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption - 13,800,000 13,800,000
Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 4,369,000 4,369,000
Basic and diluted weighted average shares outstanding, common stock 18,169,000 0 18,169,000
Statement of Cash Flows for the three months ended March 31, 2021
Supplemental disclosure of cash flow information
Change in value of common stock subject to possible redemption $ 120,140 $ (120,140 ) $ -
Subsequent measurement of common stock subject to redemption (interest earned on trust account) $ - $ 24,047 $ 24,047

Significant Accounting Policies

Significant Accounting Policies9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting PoliciesNote 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have
been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not
include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of
a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for
the periods presented. The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December
31, 2020 as filed with the SEC on March 31, 2021, which contained the audited financial statements and notes thereto. The interim results
for the nine and three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending
December 31, 2021 or for any future interim periods . Emerging Growth Company Status The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified
by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. Use of Estimates The preparation of financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $191,915
of cash held outside of the Trust Account as of September 30, 2021 and $677,130 as of December 31, 2020. The Company did not have
any cash equivalents as of September 30, 2021 and December 31, 2020. Investment Held in Trust Account As of September 30, 2021,
the Company had $139,426,720 in the Trust Account which may be utilized for Business Combination. As of September 30, 2021 and December
31, 2020, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities
as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities
are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded
at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value
of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying
costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established.
To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment
until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to
the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment,
changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area
or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security
as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income”
line item in the condensed statements of operations. Interest income is recognized when earned. Fair Value of Financial Instruments The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC
820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Common Stock (underlying the Public Subunits)
Subject to Possible Redemption The Company accounts for its
common stock underlying the public subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the public subunits
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable
common stock underlying public subunits (including common stock underlying public subunits that features 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 underlying the public subunits are classified as stockholders’
equity. The Company’s common stock underlying the public subunits feature certain redemption rights that are considered to be outside
of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31,
2020, common stock underlying the public subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’
equity section of the Company’s condensed balance sheets. Derivative Financial Instruments The Company does not use derivative
instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments,
including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should
be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments are
recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of
operations. Derivative assets and liabilities
are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date. Net Loss Per Common Share The Company complies with
accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income
(loss) per redeemable public share and income (loss) per non-redeemable founder share following the two-class method of income (loss)
per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares,
the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss)
less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value
of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating
the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the
public shares and 24% for the non-redeemable founder shares for the three and nine months ended September 30, 2021, reflective of
the respective participation rights. The earnings per share presented
in the condensed statement of operations is based on the following:
For the For the
September 30, September 30,
Net loss $ (243,022 ) $ (476,183 )
Accretion of temporary equity to redemption value (14,155 ) (43,473 )
Net loss including accretion of temporary equity to redemption value $ (257,177 ) $ (519,656 )
For the three months ended For the nine months ended
September 30, 2021 September 30, 2021
Redeemable Non-redeemable Redeemable Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity $ (195,335 ) $ (61,842 ) $ (394,697 ) $ (124,959 )
Accretion of temporary equity to redemption value 14,155 — 43,473 —
Allocation of net loss $ (181,180 ) $ (61,842 ) $ (351,224 ) $ (124,959 )
Denominator:
Weighted-average shares outstanding 13,800,000 4,369,000 13,800,000 4,369,000
Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) As of September 30, 2021,
the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock
and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods
presented. Concentration of Credit Risk Financial instruments that
potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times,
may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts. Income Taxes The Company accounts for income
taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740
also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential
examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months. The provision for income taxes was deemed to be immaterial as of September 30, 2021 and December 31, 2020. Recent Accounting Pronouncements In June 2016, the FASB issued
ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU
2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology,
which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology
utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity
debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired.
After the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements
and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years
beginning after December 15, 2022 for smaller reporting companies. The Company plans to adopt this standard in the first quarter of 2023
and does not expect the adoption will have a significant impact on its financial statements and related disclosures. Other than as noted above, Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.

Initial Public Offering

Initial Public Offering9 Months Ended
Sep. 30, 2021
Initial Public Offering Disclosure [Abstract]
Initial Public OfferingNote 4 — Initial Public Offering On December 23, 2020, the
Company sold 13,800,000 Public Units at a price of $10.00 per Public Unit, including the issuance of 1,800,000 Public
Units as a result of the underwriters’ full exercise of their over-allotment option. Each Public Unit consists of (i) one
Public Subunit, which consists of one public share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each
whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (See Note 8).

Private Placements

Private Placements9 Months Ended
Sep. 30, 2021
Private Placement [Abstract]
Private PlacementsNote 5 — Private Placements Simultaneously with the closing
of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 539,000 Private Units, at a price of $10.00 per
unit, for an aggregate purchase price of $5,390,000. A portion of the proceeds from the sale of Private Units were added to the net proceeds
from the IPO held in the Trust Account. The Private Units and their
underlying securities are identical to the units sold in the Initial Public Offering except the Private Warrants (as defined in Note 8)
will be non-redeemable and may be exercised on a cashless basis. The purchasers of the Private Units have agreed not to transfer, assign
or sell any of the Private Units or underlying securities (except to the same permitted transferees as the Founder Shares) until the completion
of the Business Combination. If the Company does not complete
a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption
of the Public Subunits (subject to the requirements of applicable law).

Related Party Transactions

Related Party Transactions9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party TransactionsNote 6 — Related Party Transactions Founder Shares On September 11, 2018, the
Company issued 3,737,500 shares of common stock (the “Founder Shares”) to its initial stockholder, Able SPAC Holding
LLC, for $5,000 in cash, or approximately $0.0013 per share, in connection with formation. On November 25, 2020, the
Sponsor contributed back to the Company, for no consideration, 862,500 Founder Shares for cancellation, resulting in an aggregate
of 2,875,000 Founder Shares outstanding. On December 21, 2020, the
Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate
of 3,450,000 Founder Shares outstanding. Founder Shares, subject to
certain limited exceptions contained in the Registration Statements, will not be transferred, assigned, sold or released from escrow for
a period ending on the six-month anniversary of the date of the consummation of the Initial Business Combination or earlier if, subsequent
to its Initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which
results in all of the stockholders having the right to exchange Administrative Services Agreement Commencing on the effective
date of the Registration Statements, the Company has agreed to pay an affiliate of the Company’s Chairman an aggregate fee of $10,000 per
month for providing the Company with office space and certain office and secretarial services. This arrangement will terminate upon completion
of the Company’s Initial Business Combination or the distribution of the Trust Account to the Company’s public stockholders.
For the three and nine months ended September 30, 2021, the Company has accrued $30,000 and $90,000 of administrative fees as
a due to related party. Working Capital Loans In addition, in order to finance
transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital
Loans. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust
Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account.
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, other than the interest
on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans,
if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be
repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such
Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As of
September 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding.

Cash and Securities Held in Tru

Cash and Securities Held in Trust Account9 Months Ended
Sep. 30, 2021
Cash and Securities Held in Trust Account [Abstract]
Cash and Securities Held in Trust AccountNote 7 — Cash and Securities Held in
Trust Account As of September 30, 2021 and
December 31, 2020, cash and securities held in trust account are $139,426,720 and $139,383,247, respectively, and will not be released
until the earlier of (a) the completion of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits
properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation,
or (c) the redemption of the Company’s Public Subunits if the Company is unable to complete the Initial Business Combination within
the Combination Period.

Stockholders' Equity

Stockholders' Equity9 Months Ended
Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' EquityNote 8 — Stockholders’ Equity Preferred Stock Common Stock On December 23, 2020, the
Company sold 13,800,000 shares of common stock as part of units sold in the IPO. Simultaneously with the closing of the IPO,
the Sponsor purchased an aggregate of 539,000 shares of common stock as part of the Private Units. As of September 30, 2021 and
December 31, 2020, shares of common stock subject to redemption were 13,800,000. The total number of shares of common stock outstanding
at September 30, 2021 and December 31, 2020 was 4,369,000. Warrants

Commitments & Contingencies

Commitments & Contingencies9 Months Ended
Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & ContingenciesNote 9 — Commitments & Contingencies Registration Rights The holders of the Founder
Shares, Private Units (and their underlying securities), Representative Shares (As defined below) and any Units that may be issued upon
conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to an agreement
signed on the effective date of the Registration Statements. The holders of a majority of these securities will be entitled to make up
to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these
registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from
escrow. The holders of a majority of the Private Units and units issued in payment of Working Capital Loans made to the Company (or underlying
securities) can elect to exercise these registration rights at any time after the Company consummates an Initial Business Combination.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with
the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters
a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less
the underwriting discounts and commissions. On December 23, 2020, the underwriters exercised its full over-allotment option of 1,800,000 units. On December 23, 2020, the
underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,760,000. In addition, prior to the
IPO, the Company issued to EarlyBirdCapital an aggregate of 380,000 shares of common stock (the “Representative Shares”)
at approximately $0.0001 per share. The Representative Shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date
of the effectiveness of the Registration Statements pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1),
these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of
any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
for a period of 180 days immediately following the effective date of the Registration Statements, except to any underwriter and selected
dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject
to the lockup restriction above for the remainder of the time period. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital
as an advisor in connection with the Company’s business combination to assist the Company in holding meetings with the Company’s
stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential
investors that are interested in purchasing the Company’s securities in connection with the Company’s Initial Business Combination,
assist the Company in obtaining stockholder approval for the business combination and assist the Company with its press releases and public
filings in connection with the Initial Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the
consummation of the Company’s Initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive
of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s
sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld,
companies affiliated with the Company or the Company’s officers or directors, including Ackrell Capital) that assist the Company
in identifying or consummating an Initial Business Combination.

Fair Value Measurements

Fair Value Measurements9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value MeasurementsNote
10 — 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:
● 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. The fair value of the Company’s
certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets,
accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of September 30, 2021
due to the short maturities of such instruments. Fair values determined by
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level
2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level
3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity
for the asset or liability. As of September 30, 2021,
investment in the Company’s Trust Account consisted of $863 in cash and $139,425,857 in U.S. Treasury Securities. The
value of the cash held in Trust Account, U.S. Treasury Securities held in Trust Account and Private Warrant liability was determined by
quoted prices in active markets (Level 1), significant other observable inputs (Level 2) and significant other unobservable inputs (Level
3), respectively, as of September 30, 2021. The following table presents
information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30,
2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
September 30, Quoted Significant Significant
Description 2021 (Level 1) (Level 2) (Level 3)
Assets:
Cash held in Trust Account $ 863 863 - $ -
U.S. Treasury Securities held in Trust Account 139,425,857 - 139,425,857 -
139,426,720 863 139,425,857 -
Liabilities:
Warrant Liability – Private Warrants $ 261,565 $ - $ - $ 261,565 Transfers to/from Levels 1,
2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the nine months ended September
30, 2021.

Warrant Liabilities

Warrant Liabilities9 Months Ended
Sep. 30, 2021
Warrant Liabilities [Abstract]
Warrant LiabilitiesNote 11 — Warrant Liabilities At September 30, 2021 and
December 31, 2020, there were 539,000 Private Warrants outstanding, which the Company accounts for as derivative warrant liabilities
in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the
instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised,
and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company
in connection Private Placement has been estimated using Monte Carlo simulations at each measurement date. The Company utilizes a Monte
Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations.
The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carol simulation model
are assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates
the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants.
The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected
remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and
likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain
at zero. Once the warrants become exercisable, the Company may redeem the outstanding warrants when the price per share of common stock
equals or exceeds $18.00. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the
Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values
could be materially different. The aforementioned warrant
liabilities are not subject to qualified hedge accounting. The following table provides
quantitative information regarding Level 3 fair value measurements of the Private Warrants:
As of As of
Stock price $ 9.80 $ 9.22
Strike price $ 11.50 $ 11.50
Term (in years) 5.36 5.92
Volatility 10.6 % 24.2 %
Risk-free rate 1.04 % 0.49 %
Dividend yield 0.0 % 0.0 %

Subsequent Events

Subsequent Events9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent EventsNote 12 — Subsequent Events The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and has concluded
that all such events that would require adjustment or disclosure have been recognized or disclosed.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have
been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not
include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of
a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for
the periods presented. The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December
31, 2020 as filed with the SEC on March 31, 2021, which contained the audited financial statements and notes thereto. The interim results
for the nine and three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending
December 31, 2021 or for any future interim periods .
Emerging Growth Company StatusEmerging Growth Company Status The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified
by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of EstimatesUse of Estimates The preparation of financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $191,915
of cash held outside of the Trust Account as of September 30, 2021 and $677,130 as of December 31, 2020. The Company did not have
any cash equivalents as of September 30, 2021 and December 31, 2020.
Investment Held in Trust AccountInvestment Held in Trust Account As of September 30, 2021,
the Company had $139,426,720 in the Trust Account which may be utilized for Business Combination. As of September 30, 2021 and December
31, 2020, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities
as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities
are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded
at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value
of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying
costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established.
To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment
until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to
the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment,
changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area
or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security
as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income”
line item in the condensed statements of operations. Interest income is recognized when earned.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC
820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Common Stock (underlying the Public Subunits) Subject to Possible RedemptionCommon Stock (underlying the Public Subunits)
Subject to Possible Redemption The Company accounts for its
common stock underlying the public subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the public subunits
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable
common stock underlying public subunits (including common stock underlying public subunits that features 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 underlying the public subunits are classified as stockholders’
equity. The Company’s common stock underlying the public subunits feature certain redemption rights that are considered to be outside
of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31,
2020, common stock underlying the public subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’
equity section of the Company’s condensed balance sheets.
Derivative Financial InstrumentsDerivative Financial Instruments The Company does not use derivative
instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments,
including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should
be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments are
recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of
operations. Derivative assets and liabilities
are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date.
Net Loss Per Common ShareNet Loss Per Common Share The Company complies with
accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income
(loss) per redeemable public share and income (loss) per non-redeemable founder share following the two-class method of income (loss)
per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares,
the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss)
less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value
of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating
the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the
public shares and 24% for the non-redeemable founder shares for the three and nine months ended September 30, 2021, reflective of
the respective participation rights. The earnings per share presented
in the condensed statement of operations is based on the following:
For the For the
September 30, September 30,
Net loss $ (243,022 ) $ (476,183 )
Accretion of temporary equity to redemption value (14,155 ) (43,473 )
Net loss including accretion of temporary equity to redemption value $ (257,177 ) $ (519,656 )
For the three months ended For the nine months ended
September 30, 2021 September 30, 2021
Redeemable Non-redeemable Redeemable Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity $ (195,335 ) $ (61,842 ) $ (394,697 ) $ (124,959 )
Accretion of temporary equity to redemption value 14,155 — 43,473 —
Allocation of net loss $ (181,180 ) $ (61,842 ) $ (351,224 ) $ (124,959 )
Denominator:
Weighted-average shares outstanding 13,800,000 4,369,000 13,800,000 4,369,000
Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) As of September 30, 2021,
the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock
and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods
presented.
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that
potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times,
may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.
Income TaxesIncome Taxes The Company accounts for income
taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740
also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential
examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months. The provision for income taxes was deemed to be immaterial as of September 30, 2021 and December 31, 2020.
Recent Accounting PronouncementsRecent Accounting Pronouncements In June 2016, the FASB issued
ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU
2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology,
which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology
utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity
debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired.
After the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements
and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years
beginning after December 15, 2022 for smaller reporting companies. The Company plans to adopt this standard in the first quarter of 2023
and does not expect the adoption will have a significant impact on its financial statements and related disclosures. Other than as noted above, Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.

Revision of Prior Period Fina_2

Revision of Prior Period Financial Statements (Tables)9 Months Ended
Sep. 30, 2021
Revision Of Prior Period Financial Statements [Abstract]
Schedule of financial statementsAs Previously Adjustments As Restated
Balance Sheet at December 23, 2020
Common stock subject to possible redemption $ 135,094,307 $ 4,285,693 $ 139,380,000
Common stock 479 (42 ) 437
Additional paid-in capital 5,007,859 (4,860,327 ) 147,532
Balance Sheet at December 31, 2020
Common stock subject to possible redemption $ 134,983,359 $ 4,399,888 $ 139,383,247
Common stock 480 (43 ) 437
Additional paid-in capital 5,118,821 (4,974,521 ) 144,300
Accumulated deficit $ (119,298 ) $ (6,184 ) $ (125,482 )
Statement of Operations for the year ended December 31, 2020
Basic and diluted weighted average shares outstanding, common stock subject to redemption - 339,344 339,344
Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 3,429,593 3,429,593
Basic and diluted weighted average shares outstanding, common stock 4,198,081 (429,144 ) 3,768,937
Statement of Cash Flows for the year ended December 31, 2020
Supplemental disclosure of cash flow information
Initial value of common stock subject to possible redemption $ 135,094,307 $ (11,621,066 ) $ 123,473,241
Change in value of common stock subject to possible redemption (110,948 ) 110,948 -
Reclassification of offering costs related to public shares - (2,946,021 ) (2,946,021 )
Subsequent measurement of common stock subject to redemption - 18,852,780 18,852,780
Subsequent measurement of common stock subject to redemption (interest earned on trust account) $ - $ 3,247 $ 3,247
Balance Sheet at March 31, 2021
Common stock subject to possible redemption $ 134,522,628 $ 4,884,666 $ 139,407,294
Common stock 485 (48 ) 437
Additional paid-in capital 5,004,871 (4,884,618 ) 120,253
Accumulated deficit $ (5,345 ) $ 0 $ (5,345 )
Statement of Operations for the three months ended March 31, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption - 13,800,000 13,800,000
Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 4,369,000 4,369,000
Basic and diluted weighted average shares outstanding, common stock 18,169,000 0 18,169,000
Statement of Cash Flows for the three months ended March 31, 2021
Supplemental disclosure of cash flow information
Change in value of common stock subject to possible redemption $ 120,140 $ (120,140 ) $ -
Subsequent measurement of common stock subject to redemption (interest earned on trust account) $ - $ 24,047 $ 24,047

Significant Accounting Polici_2

Significant Accounting Policies (Tables)9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of net income (loss) per common shareFor the For the
September 30, September 30,
Net loss $ (243,022 ) $ (476,183 )
Accretion of temporary equity to redemption value (14,155 ) (43,473 )
Net loss including accretion of temporary equity to redemption value $ (257,177 ) $ (519,656 )
Schedule of basic and diluted net loss per shareFor the three months ended For the nine months ended
September 30, 2021 September 30, 2021
Redeemable Non-redeemable Redeemable Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity $ (195,335 ) $ (61,842 ) $ (394,697 ) $ (124,959 )
Accretion of temporary equity to redemption value 14,155 — 43,473 —
Allocation of net loss $ (181,180 ) $ (61,842 ) $ (351,224 ) $ (124,959 )
Denominator:
Weighted-average shares outstanding 13,800,000 4,369,000 13,800,000 4,369,000
Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation inputsSeptember 30, Quoted Significant Significant
Description 2021 (Level 1) (Level 2) (Level 3)
Assets:
Cash held in Trust Account $ 863 863 - $ -
U.S. Treasury Securities held in Trust Account 139,425,857 - 139,425,857 -
139,426,720 863 139,425,857 -
Liabilities:
Warrant Liability – Private Warrants $ 261,565 $ - $ - $ 261,565

Warrant Liabilities (Tables)

Warrant Liabilities (Tables)9 Months Ended
Sep. 30, 2021
Warrant Liabilities [Abstract]
Schedule of fair value measurementAs of As of
Stock price $ 9.80 $ 9.22
Strike price $ 11.50 $ 11.50
Term (in years) 5.36 5.92
Volatility 10.6 % 24.2 %
Risk-free rate 1.04 % 0.49 %
Dividend yield 0.0 % 0.0 %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)1 Months Ended9 Months Ended
Dec. 23, 2020Sep. 30, 2021
Organization and Business Operations (Details) [Line Items]
Percentage of fair market value80.00%
Deposit in trust account (in Dollars per share) $ 10.1
Liquidation, descriptionThe holders of the Private
Securities will not participate in any liquidation distribution with respect to such securities. In the event of such distribution, it
is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will
be less than the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust
Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that
are owed money by the Company for services rendered or contracted for or products sold to the Company.
Cash $ 191,915
Sale of insider shares5,000
Working capital loan1,500,000
Trust account value191,915
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Aggregate purchase value $ 300,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Percentage of ownership interest50.00%
Business combination, descriptionThe Company will have 12 months
from the closing of the IPO to consummate a Business Combination with an opportunity to extend the period of time up to two times each
by an additional three months (for a total of up to 18 months to complete a business combination) (the “Combination Period”),
subject to the Sponsor depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $1,380,000 ($0.10
per unit) for each of the available three-month extensions. If the Company is unable to consummate a Business Combination within the Combination
Period, the Company will redeem 100% of the outstanding Public Subunits for a pro rata portion of the amount then on deposit in the Trust
Account (initially approximately $10.10 per subunit, plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its tax obligations). 
Company's obligation to redeemed, percentage100.00%
Business combination price, per unit (in Dollars per share) $ 10
Early Bird Capital Inc [Member]
Organization and Business Operations (Details) [Line Items]
Gross proceeds $ 5,390,000
Initial Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)13,800,000
Gross proceeds $ 138,000,000
Unit price (in Dollars per share) $ 10.1
Net proceeds $ 139,380,000
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)539,000
Unit price (in Dollars per share) $ 11.5 $ 10
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Amount deposited in trust account $ 1,380,000
Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share) $ 11.5

Revision of Prior Period Fina_3

Revision of Prior Period Financial Statements (Details) - Schedule of financial statements - USD ($)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020Dec. 23, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock subject to possible redemption $ 134,522,628 $ 134,983,359 $ 135,094,307
Common stock485 480 479
Additional paid-in capital5,004,871 5,118,821 5,007,859
Balance Sheet at December 31, 2020
Accumulated deficit $ (5,345) $ (119,298)
Statement of Operations for the year ended December 31, 2020
Basic and diluted weighted average shares outstanding, common stock (in Shares)18,169,000 4,198,081
Statement of Cash Flows for the year ended December 31, 2020
Initial value of common stock subject to possible redemption $ 135,094,307
Change in value of common stock subject to possible redemption $ 120,140 (110,948)
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock subject to possible redemption4,884,666 4,399,888 4,285,693
Common stock(48)(43)(42)
Additional paid-in capital(4,884,618)(4,974,521)(4,860,327)
Balance Sheet at December 31, 2020
Accumulated deficit $ 0 $ (6,184)
Statement of Operations for the year ended December 31, 2020
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)13,800,000 339,344
Basic and diluted weighted average shares outstanding, common stock not subject to redemption (in Shares)4,369,000 3,429,593
Basic and diluted weighted average shares outstanding, common stock (in Shares)0 (429,144)
Statement of Cash Flows for the year ended December 31, 2020
Initial value of common stock subject to possible redemption $ (11,621,066)
Change in value of common stock subject to possible redemption $ (120,140)110,948
Reclassification of offering costs related to public shares(2,946,021)
Subsequent measurement of common stock subject to redemption18,852,780
Subsequent measurement of common stock subject to redemption (interest earned on trust account)24,047 3,247
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock subject to possible redemption139,407,294 139,383,247 139,380,000
Common stock437 437 437
Additional paid-in capital120,253 144,300 $ 147,532
Balance Sheet at December 31, 2020
Accumulated deficit $ (5,345) $ (125,482)
Statement of Operations for the year ended December 31, 2020
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)13,800,000 339,344
Basic and diluted weighted average shares outstanding, common stock not subject to redemption (in Shares)4,369,000 3,429,593
Basic and diluted weighted average shares outstanding, common stock (in Shares)18,169,000 3,768,937
Statement of Cash Flows for the year ended December 31, 2020
Initial value of common stock subject to possible redemption $ 123,473,241
Reclassification of offering costs related to public shares(2,946,021)
Subsequent measurement of common stock subject to redemption18,852,780
Subsequent measurement of common stock subject to redemption (interest earned on trust account) $ 24,047 $ 3,247

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2021Dec. 31, 2020
Accounting Policies [Abstract]
Cash $ 191,915 $ 191,915 $ 677,130
Trust account $ 139,426,720 $ 139,426,720
Public shares percentage76.00%
Founder non-redeemable shares percentage24.00%
Federal depository insurance coverage amount $ 250,000 $ 250,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of net income (loss) per common share - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2021Sep. 30, 2020
Schedule of net income (loss) per common share [Abstract]
Net loss $ (243,022) $ (2,846) $ (476,183) $ (4,235)
Accretion of temporary equity to redemption value(14,155)(43,473)
Net loss including accretion of temporary equity to redemption value $ (257,177) $ (519,656)

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2021Sep. 30, 2020
Redeemable [Member]
Numerator:
Allocation of net loss including accretion of temporary equity $ (195,335) $ (394,697)
Accretion of temporary equity to redemption value14,155 43,473
Allocation of net loss $ (181,180) $ (351,224)
Denominator:
Weighted-average shares outstanding (in Shares)13,800,000 13,800,000
Basic and diluted net loss per share (in Dollars per share) $ (0.01) $ (0.03)
Non-redeemable [Member]
Numerator:
Allocation of net loss including accretion of temporary equity $ (61,842) $ (124,959)
Accretion of temporary equity to redemption value
Allocation of net loss $ (61,842) $ (124,959)
Denominator:
Weighted-average shares outstanding (in Shares)4,369,000 4,369,000
Basic and diluted net loss per share (in Dollars per share) $ (0.01) $ (0.03)

Initial Public Offering (Detail

Initial Public Offering (Details)1 Months Ended
Dec. 23, 2020USD ($)$ / sharesshares
Initial Public Offering (Details) [Line Items]
Public offering transaction, descriptionEach Public Unit consists of (i) one
Public Subunit, which consists of one public share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each
whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (See Note 8).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of shares sold | shares13,800,000
Price per unit | $ / shares $ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Gross proceeds | $ $ 1,800,000

Private Placements (Details)

Private Placements (Details)9 Months Ended
Sep. 30, 2021USD ($)$ / sharesshares
Private Placement [Member]
Private Placements (Details) [Line Items]
Sale units price per share | $ / shares $ 10
Total purchase price | $ $ 5,390,000
EarlyBirdCapital, Inc. [Member]
Private Placements (Details) [Line Items]
Aggregate purchase price | shares539,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)Sep. 11, 2018Dec. 21, 2020Nov. 25, 2020Sep. 30, 2021Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Aggregate fee $ 10,000
Administrative fees $ 30,000 90,000
Working capital loans $ 1,500,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination price, per unit (in Dollars per share) $ 10 $ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase of shares (in Shares)3,737,500
Cash $ 5,000
Issued price per share (in Dollars per share) $ 0.0013
Cancellation of shares (in Shares)862,500
Aggregate of shares outstanding (in Shares)2,875,000
Founder Shares [Member] | Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Common stock. descriptionOn December 21, 2020, the
Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate
of 3,450,000 Founder Shares outstanding. 

Cash and Securities Held in T_2

Cash and Securities Held in Trust Account (Details) - USD ($)Sep. 30, 2021Dec. 31, 2020
Cash and Securities Held in Trust Account [Abstract]
Securities held in trust account $ 139,426,720 $ 139,383,247

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares1 Months Ended
Dec. 23, 2020Sep. 30, 2021Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized100,000,000 100,000,000
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock shares4,369,000 4,369,000
Aggregate common stock539,000
Common stock subject to possible redemption13,800,000 13,800,000
Common stock, shares outstanding4,369,000 4,369,000
Price per share (in Dollars per share) $ 11.5
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares13,800,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)1 Months Ended9 Months Ended
Dec. 23, 2020Sep. 30, 2021
Commitments & Contingencies (Details) [Line Items]
Underwriters agreement, descriptionThe Company granted the underwriters
a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less
the underwriting discounts and commissions.
Underwriting fee2.00%
Percentage of fee30.00%
Business Combination [Member]
Commitments & Contingencies (Details) [Line Items]
Percentage of gross proceeds3.50%
Early Bird Capital Inc [Member]
Commitments & Contingencies (Details) [Line Items]
Aggregate shares issued (in Shares)380,000
Share price per share (in Dollars per share) $ 0.0001
Over-Allotment Option [Member]
Commitments & Contingencies (Details) [Line Items]
Number of units issued in transaction (in Shares)1,800,000
Initial Public Offering [Member]
Commitments & Contingencies (Details) [Line Items]
Proceeds from Issuance or Sale of Equity (in Dollars) $ 2,760,000

Fair Value Measurements (Detail

Fair Value Measurements (Details)9 Months Ended
Sep. 30, 2021USD ($)
Fair Value Measurements (Details) [Line Items]
Trust Account $ 863
U.S. Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Amount in U.S Treasury Securities $ 139,425,857

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($)Sep. 30, 2021Dec. 31, 2020
Assets:
Cash held in Trust Account $ 863
U.S. Treasury Securities held in Trust Account139,425,857
Fair value of assets139,426,720
Liabilities:
Warrant Liability – Private Warrants261,565 $ 580,860
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Cash held in Trust Account863
U.S. Treasury Securities held in Trust Account
Fair value of assets863
Liabilities:
Warrant Liability – Private Warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash held in Trust Account
U.S. Treasury Securities held in Trust Account139,425,857
Fair value of assets139,425,857
Liabilities:
Warrant Liability – Private Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash held in Trust Account
U.S. Treasury Securities held in Trust Account
Fair value of assets
Liabilities:
Warrant Liability – Private Warrants $ 261,565

Warrant Liabilities (Details)

Warrant Liabilities (Details) - $ / shares9 Months Ended
Sep. 30, 2021Dec. 31, 2020
Warrant Liabilities [Abstract]
Private warrant outstanding539,000 539,000
Warrant price per share (in Dollars per share) $ 18

Warrant Liabilities (Details) -

Warrant Liabilities (Details) - Schedule of fair value measurement9 Months Ended12 Months Ended
Sep. 30, 2021$ / shares$ / itemDec. 31, 2020$ / shares$ / item
Schedule of fair value measurement [Abstract]
Stock price (in Dollars per share) | $ / shares $ 9.8 $ 9.22
Strike price (in Dollars per Item) | $ / item11.5 11.5
Term (in years)5 years 4 months 9 days5 years 11 months 1 day
Volatility10.60%24.20%
Risk-free rate1.04%0.49%
Dividend yield0.00%0.00%