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INKA KludeIn I Acquisition

Document And Entity Information

Document And Entity Information - shares9 Months Ended
Sep. 30, 2021Nov. 08, 2021
Document Information Line Items
Entity Registrant NameKLUDEIN
I ACQUISITION CORP
Trading SymbolINKA
Document Type10-Q
Current Fiscal Year End Date--12-31
Amendment Flagfalse
Entity Central Index Key0001826671
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 Number001-39843
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number85-3187587
Entity Address, Address Line One1096
Keeler Avenue
Entity Address, City or TownBerkeley
Entity Address, State or ProvinceCA
Entity Address, Postal Zip Code94708
City Area Code(650)
Local Phone Number246-9907
Title of 12(b) SecurityClass A common stock, par value $0.0001 per share
Security Exchange NameNASDAQ
Entity Interactive Data CurrentYes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding17,250,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding4,312,500

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)Sep. 30, 2021Dec. 31, 2020
Current assets
Cash $ 473,299 $ 1,000
Prepaid expenses177,890
Total Current Assets651,189 1,000
Deferred offering costs 177,644
Cash and marketable securities held in Trust Account172,559,258
TOTAL ASSETS173,210,447 178,644
Current liabilities
Accounts payable and accrued expenses214,539 1,132
Accrued offering costs 69,500
Due to Sponsor 1,000
Promissory note – related party 83,905
Total Current Liabilities214,539 155,537
Warrant liabilities8,992,324
Deferred underwriting fee payable6,037,500
Total Liabilities15,244,363 155,537
Commitments and contingencies
Class A common stock subject to possible redemption 17,250,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively172,500,000
Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 280,000,000 shares authorized
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020431 431
Additional paid-in capital 24,569
Accumulated deficit(14,534,347)(1,893)
Total Stockholders’ (Deficit) Equity(14,533,916)23,107
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 173,210,447 $ 178,644

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / sharesSep. 30, 2021Dec. 31, 2020
Subject to possible redemption, shares17,250,000
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
Class A Common Stock
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized280,000,000 280,000,000
Class B Common Stock
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized20,000,000 20,000,000
Common stock, shares issued4,312,500 4,312,500
Common stock, shares outstanding4,312,500 4,312,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)Sep. 30, 2020Sep. 30, 2021Sep. 30, 2021
Income Statement [Abstract]
Formation and operational costs $ 761 $ 286,833 $ 931,960
Loss from operations(761)(286,833)(931,960)
Other income (expense):
Transaction costs allocated to warrants (364,208)
Change in fair value of warrant liabilities 1,290,176 961,676
Interest earned on marketable securities held in Trust Account 18,051 57,897
Unrealized gain on marketable securities held in Trust Account 3,734 1,361
Total other income 1,311,961 656,726
Net income (loss) $ (761) $ 1,025,128 $ (275,234)
Basic and diluted weighted average shares outstanding, Class A common stock (in Shares) 17,250,000 16,615,809
Basic and diluted net income (loss) per share, Class A common stock (in Dollars per share) $ 0.05 $ (0.01)
Basic and diluted weighted average shares outstanding, Class B common stock (in Shares)3,750,000 4,312,500 4,291,820
Basic and diluted net income (loss) per share, Class B common stock (in Shares)0 0.05(0.01)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($)Class BCommon StockAdditional Paid-in CapitalAccumulated DeficitTotal
Balance at Sep. 23, 2020
Balance (in Shares) at Sep. 23, 2020
Issuance of Class B common stock to Sponsor $ 431 24,569 25,000
Issuance of Class B common stock to Sponsor (in Shares)4,312,500
Net income (loss) (761)(761)
Balance at Sep. 30, 2020 $ 431 24,569 (761)24,239
Balance (in Shares) at Sep. 30, 20204,312,500
Balance at Dec. 31, 2020 $ 431 24,569 (1,893)23,107
Cash paid in excess of fair value for Private Placement Warrants1,456,000 1,456,000
Accretion of Class A common stock to redemption amount (Revised – See Note 2)(1,480,569)(14,257,220)(15,737,789)
Net income (loss) 1,546,905 1,546,905
Balance at Mar. 31, 2021431 (12,712,208)(12,711,777)
Net income (loss) (2,847,267)(2,847,267)
Balance at Jun. 30, 2021431 (15,559,475)(15,559,044)
Net income (loss) 1,025,128 1,025,128
Balance at Sep. 30, 2021 $ 431 $ (14,534,347) $ (14,533,916)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)Sep. 30, 2020Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss $ (761) $ (275,234)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account (57,897)
Unrealized gain on marketable securities held in Trust Account (1,361)
Change in fair value of warrant liability (961,676)
Transaction costs allocated to warrants 364,208
Changes in operating assets and liabilities:
Prepaid expenses (177,890)
Accounts payable and accrued expenses 213,407
Payment of formation costs through promissory note761
Due to Sponsor (1,000)
Net cash used in operating activities (897,443)
Cash Flows from Investing Activities:
Investment of cash in Trust Account (172,500,000)
Net cash used in investing activities (172,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid 169,049,999
Proceeds from sale of Private Placement Warrants 5,200,000
Proceeds from promissory note – related party17,500 5,000
Repayment of promissory note – related party (88,905)
Payment of offering costs(17,500)(296,352)
Net cash provided by used in financing activities 173,869,742
Net Change in Cash 472,299
Cash – Beginning of period 1,000
Cash – End of period 473,299
Non-Cash investing and financing activities:
Offering costs included in accrued offering Costs 214,852
Initial classification of Class A common stock subject to possible redemption 172,500,000
Deferred offering costs included in accrued offering costs25,000
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock $ 25,000

Description of Organization and

Description of Organization and Business Operations9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS KludeIn
I Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 24, 2020. The Company
was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other
similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and
emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not
commenced any operations. All activity for the period from September 24, 2020 (inception) through September 30, 2021 relates to the Company’s
formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial
Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after
the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income
and unrealized gain from the marketable securities held in the Trust Account (as defined below), and gains or losses from the change in
fair value of the warrant liabilities. The
registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021,
the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares of Class
A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of
their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is
described in Note 4. Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 5,200,000 warrants (each, a “Private Placement
Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in
a private placement to KludeIn Prime LLC (the “Sponsor”), generating gross proceeds of $5,200,000, which is described in
Note 5. Transaction costs amounted to $9,891,996, consisting
of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $404,496 of other offering costs. Transaction costs allocated
to the warrants were $364,208 and were expensed in the condensed statement of operations. Following
the closing of the Initial Public Offering on January 11, 2021, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the
“Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds
meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation
of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described
below. The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. Nasdaq Capital Markets rules provide that the 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 (less any deferred underwriting
commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business
Combination. 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 complete a Business Combination. The
Company will provide its holders of its outstanding Public Shares (the “public stockholders”) with the opportunity to redeem
all or a portion of their Public Shares 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 public stockholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated
to be $10.00 per Public Share, 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). There will be no redemption rights upon the completion of a Business Combination with respect
to the Company’s warrants. The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or
upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted
in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder
vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended
and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities
and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.
If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor
has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering
in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without
voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding
the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender
offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section
13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The
Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails
to complete a Business Combination by July 11, 2022 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides
the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The
Company will have until July 11, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable
to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination
Period. The
Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares
will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the
Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in
the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event,
such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public
Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution
will be less than the Initial Public Offering price per Unit ($10.00). In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in
the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with
respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as
to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to
claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting
firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving
any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity
and Going Concern As of September 30, 2021, the Company had $473,299
in its operating bank accounts, $172,559,258 in securities held in the Trust Account to be used for a Business Combination or to repurchase
or redeem its common stock in connection therewith and working capital of $495,908, which excludes franchise and income taxes payable
as such amounts can be paid from the interest earned in the Trust Account. As of September 30, 2021, approximately $59,000 of the amount
on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital
through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers,
directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able
to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential
transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern
until the earlier of the consummation of the Business Combination or July, 11, 2022, the date the Company is required to liquidate. These
financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities
that might be necessary should the Company be unable to continue as a going concern. The Company’s Sponsor, officers and directors
may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their
sole discretion, to meet the Company’s working capital needs. Risks
and Uncertainties Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Revision of Previously Issued F

Revision of Previously Issued Financial Statements9 Months Ended
Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTSNOTE
2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the
Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial
statements where, at the closing of the Company’s Initial Public Offering, the Company improperly presented its Class A common
stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to
be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption
cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during
the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the
Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock
subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption
value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in
an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to
additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation
for the Class A common stock subject to redemption, the Company also revised its income (loss) per common share calculation to allocate
net income (loss) to Class A and Class B common stock on a pro rata basis based on weighted average shares outstanding. This presentation
contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income (loss)
of the Company. There
has been no change in the Company’s total assets, liabilities or operating results. The
impact of the revision on the Company’s financial statement is reflected in the following table.
Balance Sheet as of January 11, 2021 As Previously Adjustment As Revised
Class A common stock subject to possible redemption $ 152,875,910 $ 19,624,090 $ 172,500,000
Class A common stock $ 196 $ (196 ) $ —
Additional paid-in capital $ 5,366,675 $ (5,366,675 ) $ —
Accumulated deficit $ (367,299 ) $ (14,257,219 ) $ (14,624,518 )
Total stockholders’ equity (deficit) $ 5,000,003 $ (19,624,090 ) $ (14,624,087 )
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
for the three months ended of March 31, 2021 As Previously Adjustment As Revised
Sale of 17,250,000 unites, net of underwriting discounts, initial value of public warrants and offering costs $ 156,762,211 $ (156,762,211 ) $ —
Common stock subject to possible redemption $ (154,788,220 ) $ 154,788,220 $ —
Accretion for Class A common stock to redemption amount $ — $ (15,737,789 ) $ (15,737,789 )
Total stockholders’ equity (deficit) $ 5,000,003 $ (17,711,780 ) $ (12,711,777 )
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
for the three months ended June 30, 2021 As Previously Adjustment As Revised
Change in value of common stock subject to possible redemption $ 2,847,270 $ (2,847,270 ) $ —
Total stockholders’ equity (deficit) $ 5,000,006 $ (20,559,050 ) $ (15,559,044 )

Summary of Significant Accounti

Summary of Significant Accounting Policies9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE
3. SUMMARY OF 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 Article 8 of 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 26, 2021. The accompanying condensed balance sheet as of December 31, 2020 has been derived from the audited
financial statements included in that annual report. The interim results for the three and nine 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 periods. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of 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 independent registered public accounting firm 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 statement 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 the condensed financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates
included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may
be subject to change as more current information becomes available and accordingly the actual results could differ significantly from
those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable
Securities Held in Trust Account At
September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. All of the Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at
fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust
Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations.
The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2020,
there were no assets held in the Trust Account. Class
A Common Stock Subject to Possible Redemption The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable common stock (including Class A common stock that features redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary
equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial carrying value
to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional
paid-in capital and accumulated deficit. At
September 30, 2021, the shares of Class A common stock reflected in the condensed balance sheet were reconciled in the following
table:
Gross proceeds $ 172,500,000
Less:
Proceeds allocated to the fair value of Public Warrants (6,210,000 )
Class A common stock issuance costs (9,527,789 )
Plus:
Accretion of carrying value to redemption value 15,737,789
Class A common stock subject to possible redemption $ 172,500,000 Warrant
Liabilities The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts
for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives
and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity
classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other
conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. For the
Private Placement Warrants, the fair value was estimated using a binomial lattice model incorporating the Cox-Rss-Rubenstein methodology
at the closing date of Initial Public Offering and as of September 30, 2021(see Note 10). For the public warrants, the fair value was
estimated using a binomial lattice model incorporating the Cox-Rss-Rubenstein methodology at the closing date of Initial Public Offering
and the level 1 quoted prices in an active market as of September 30, 2021(see Note 10). Allocation
of issuance costs The Company accounts for the allocation of its
issuance costs to its warrants using the guidance in ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20), applied
by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments
using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies
to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs
of $9,891,996—consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting commissions, and $404,496 of other
offering costs—to the issuance of its Class A common stock and warrants in the amount of $9,527,789 and $364,208, respectively.
Issuance costs attributed to the warrants were expensed to the condensed statements of operations. Issuance costs attributed to the Class
A common stock were initially charged to temporary equity and then accreted to Class A common stock subject to redemption upon completion
of the Initial Public Offering. Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized. FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since
inception. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021,
due to the valuation allowance recorded on the Company’s net operating losses. Net
income (Loss) per Share of Common Stock The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class
method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common
stock is excluded from income (loss) per common share as the redemption value approximates fair value. The
calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with
the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence
of future events. The warrants are exercisable to purchase 13,825,000 shares of Class A common stock in the aggregate. As of
September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised
or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share
is the same as basic net income (loss) per common share for the periods presented. Class B Founder Shares subject to forfeiture (see
Note 6) are not included in weighted average shares outstanding until the forfeiture restrictions lapse. The
following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
Three Months Ended Nine Months Ended For the Period from July 31,
Class A Class B Class A Class B Class A Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted $ 820,102 $ 205,026 $ (224,555 ) $ (50,679 ) $ — $ (761 )
Denominator:
Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 16,615,809 4,291,820 — 3,750,000
Basic and diluted net income (loss) per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) $ — $ (0.00 ) 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. Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their
short-term nature, except for warrants (see Note 10). Recent
Accounting Standards In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity
(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own
Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major
separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for
equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation
in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the
Company’s financial position, results of operations or cash flows. Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering9 Months Ended
Sep. 30, 2021
Public Offering [Abstract]
INITIAL PUBLIC OFFERINGNOTE
4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company
sold 17,250,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units,
at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-half
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A
common stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement Warrants

Private Placement Warrants9 Months Ended
Sep. 30, 2021
Private Placement Warrants [Abstract]
PRIVATE PLACEMENT WARRANTSNOTE
5. PRIVATE PLACEMENT WARRANTS Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,200,000 Private Placement Warrants at a price
of $1.00 per Private Placement Warrant ($5,200,000 in the aggregate), in a private placement. Each Private Placement Warrant is exercisable
to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement
Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete
a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund
the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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 24, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 4,312,500 shares of
Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 562,500 shares subject
to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the
Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public
Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’
election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The
Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier
to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if
the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other
similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock
for cash, securities or other property. Promissory
Note — Related Party On September 24, 2020, the Sponsor agreed to loan
the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the
“Note”). The Note was non-interest bearing and was payable on the earlier of June 30, 2021 or the completion of the Initial
Public Offering. The outstanding balance under the Note of $88,905 was repaid at the closing of the Initial Public Offering on January
11, 2021. Borrowings are no longer available under the Promissory Note. Related
Party Loans In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s directors and officers 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 would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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.
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 warrants of the post-Business
Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company
has not entered into any Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies9 Months Ended
Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIESNOTE
7. COMMITMENTS AND CONTINGENCIES Registration
Rights Pursuant
to a registration rights agreement entered into on January 6, 2021, the holders of the Founder Shares, Private Placement Warrants and
any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the
exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion
of the Founder Shares) will have registration rights to require the Company to register a sale of any of the Company’s securities
held by them. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands,
that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back”
registration rights to include their securities in other registration statements filed by us, subject to certain limitations. The registration
rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s
securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting
Agreement The
underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the aggregate. The deferred fee will become payable to
the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject
to the terms of the underwriting agreement.

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity9 Months Ended
Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ (DEFICIT) EQUITYNOTE
8. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred
Stock Class A
Common Stock Class B Common Stock Holders
of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders,
except as required by law. The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on
a one-for-one basis (subject to adjustment). In the case that additional shares of Class A common stock or equity-linked securities are
issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion
of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common
stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued,
or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked
securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination
and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;
provided that such conversion of Founder Shares will never occur on a less than one for one basis. The Company cannot determine at this
time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment
to the conversion ratio.

Warrant Liabilities

Warrant Liabilities9 Months Ended
Sep. 30, 2021
Warrant Liabilities [Abstract]
WARRANT LIABILITIESNOTE
9. WARRANT LIABILITIES As
of September 30, 2021, there were 8,625,000 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding.
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months
from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination
or earlier upon redemption or liquidation. The
Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to
the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated
to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has
been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the
warrants. The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock
issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus
relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If
a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th
business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have
failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption
provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption,
is not available, holders will not be able to exercise their warrants on a cashless basis. Once
the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement
Warrants):
● in
whole and not in part;
● at
a price of $0.01 per warrant;
● upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to
register or qualify the underlying securities for sale under all applicable state securities laws. If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except
as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price.
Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a
Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public
Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In
addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per
share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board
of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held
by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the
trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. At September 30, 2021, there were 5,200,000 Private
Placement Warrants outstanding. As of December 31, 2020, there were no Private Placement Warrants outstanding. The Private Placement Warrants
are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants
and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable
until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement
Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their
permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTSNOTE
10. FAIR VALUE MEASUREMENTS The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
Level 1: Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable
inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September
30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description Level September 30,
Assets:
Marketable securities held in Trust Account 1 $ 172,559,258
Liabilities:
Warrant Liability – Public Warrants 1 5,606,250
Warrant Liability – Private Placement Warrants 3 3,386,074 The warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed balance sheets. The warrant liabilities
are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of
warrant liabilities in the condensed statements of operations. As of September 30, 2021, the Private Placement
Warrants were valued using a binomial lattice model which is considered to be a Level 3 fair value measurement. The binomial lattice model’s
primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The
expected volatility as of the closing date of the Initial Public Offering was derived from observable Public Warrant pricing on comparable
‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied
from the Company’s own Public Warrant pricing. As of September 30, 2021, the Public Warrants were valued using the level 1 quoted
prices in an active market. The following table provides quantitative information regarding Level 3
fair value measurements for both public and private placement warrants at January 11, 2021 and for private placement warrants only at
September 30, 2021:
At As of
Stock price $ 9.64 $ 9.86
Strike price $ 11.50 $ 11.50
Volatility 14.1 % 12.7 %
Risk-free rate 0.56 % 0.93 %
Probability of Business Combination occurring 75 % 75 %
Dividend yield 0.0 % 0.0 %
Fair value of warrants $ 0.72 $ 0.65 The
following contains additional information regarding the inputs used in the pricing models:
● Term
– the expected life of the warrants was assumed to be equivalent to their remaining contractual term.
● Risk-free
rate – the risk-free interest rate is based on the U.S. treasury yield curve in effect on the date of valuation equal to the
remaining expected life of the Warrants.
● Volatility
– the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility
of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the
Warrants.
● Dividend
yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do
so during the expected term of the Private Placement Warrants. The
following table presents the changes in the fair value of Level 3 warrant liabilities:
Private Placement Public Warrant Liabilities
Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000
Change in fair value (357,926 ) (1,380,000 ) (1,737,926 )
Transfer to Level 1 — (4,830,000 ) (4,830,000 )
Fair value as of September 30, 2021 3,386,074 — 3,386,074 Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. Due to the use of quoted prices in an active market (Level
1) to measure the fair values of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling
$4.8 million during the period from January 11, 2021 through September 30, 2021.

Subsequent Events

Subsequent Events9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE
11. SUBSEQUENT EVENTS The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements.

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 Article 8 of 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 26, 2021. The accompanying condensed balance sheet as of December 31, 2020 has been derived from the audited
financial statements included in that annual report. The interim results for the three and nine 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 periods.
Emerging Growth CompanyEmerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of 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 independent registered public accounting firm 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 statement 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 the condensed financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates
included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may
be subject to change as more current information becomes available and accordingly the actual results could differ significantly from
those estimates.
Cash and Cash 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 did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust AccountMarketable
Securities Held in Trust Account At
September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. All of the Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at
fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust
Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations.
The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2020,
there were no assets held in the Trust Account.
Class A Common Stock Subject to Possible RedemptionClass
A Common Stock Subject to Possible Redemption The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable common stock (including Class A common stock that features redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary
equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial carrying value
to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional
paid-in capital and accumulated deficit. At
September 30, 2021, the shares of Class A common stock reflected in the condensed balance sheet were reconciled in the following
table:
Gross proceeds $ 172,500,000
Less:
Proceeds allocated to the fair value of Public Warrants (6,210,000 )
Class A common stock issuance costs (9,527,789 )
Plus:
Accretion of carrying value to redemption value 15,737,789
Class A common stock subject to possible redemption $ 172,500,000
Warrant LiabilitiesWarrant
Liabilities The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts
for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives
and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity
classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other
conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. For the
Private Placement Warrants, the fair value was estimated using a binomial lattice model incorporating the Cox-Rss-Rubenstein methodology
at the closing date of Initial Public Offering and as of September 30, 2021(see Note 10). For the public warrants, the fair value was
estimated using a binomial lattice model incorporating the Cox-Rss-Rubenstein methodology at the closing date of Initial Public Offering
and the level 1 quoted prices in an active market as of September 30, 2021(see Note 10).
Allocation of issuance costsAllocation
of issuance costs The Company accounts for the allocation of its
issuance costs to its warrants using the guidance in ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20), applied
by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments
using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies
to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs
of $9,891,996—consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting commissions, and $404,496 of other
offering costs—to the issuance of its Class A common stock and warrants in the amount of $9,527,789 and $364,208, respectively.
Issuance costs attributed to the warrants were expensed to the condensed statements of operations. Issuance costs attributed to the Class
A common stock were initially charged to temporary equity and then accreted to Class A common stock subject to redemption upon completion
of the Initial Public Offering.
Income TaxesIncome
Taxes The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized. FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since
inception. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021,
due to the valuation allowance recorded on the Company’s net operating losses.
Net income (Loss) per Share of Common StockNet
income (Loss) per Share of Common Stock The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class
method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common
stock is excluded from income (loss) per common share as the redemption value approximates fair value. The
calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with
the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence
of future events. The warrants are exercisable to purchase 13,825,000 shares of Class A common stock in the aggregate. As of
September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised
or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share
is the same as basic net income (loss) per common share for the periods presented. Class B Founder Shares subject to forfeiture (see
Note 6) are not included in weighted average shares outstanding until the forfeiture restrictions lapse. The
following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
Three Months Ended Nine Months Ended For the Period from July 31,
Class A Class B Class A Class B Class A Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted $ 820,102 $ 205,026 $ (224,555 ) $ (50,679 ) $ — $ (761 )
Denominator:
Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 16,615,809 4,291,820 — 3,750,000
Basic and diluted net income (loss) per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) $ — $ (0.00 )
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.
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 ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their
short-term nature, except for warrants (see Note 10).
Recent Accounting StandardsRecent
Accounting Standards In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity
(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own
Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major
separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for
equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation
in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the
Company’s financial position, results of operations or cash flows. Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s condensed financial statements.

Revision of Previously Issued_2

Revision of Previously Issued Financial Statements (Tables)9 Months Ended
Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of the company’s financial statementBalance Sheet as of January 11, 2021 As Previously Adjustment As Revised
Class A common stock subject to possible redemption $ 152,875,910 $ 19,624,090 $ 172,500,000
Class A common stock $ 196 $ (196 ) $ —
Additional paid-in capital $ 5,366,675 $ (5,366,675 ) $ —
Accumulated deficit $ (367,299 ) $ (14,257,219 ) $ (14,624,518 )
Total stockholders’ equity (deficit) $ 5,000,003 $ (19,624,090 ) $ (14,624,087 )
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
for the three months ended of March 31, 2021 As Previously Adjustment As Revised
Sale of 17,250,000 unites, net of underwriting discounts, initial value of public warrants and offering costs $ 156,762,211 $ (156,762,211 ) $ —
Common stock subject to possible redemption $ (154,788,220 ) $ 154,788,220 $ —
Accretion for Class A common stock to redemption amount $ — $ (15,737,789 ) $ (15,737,789 )
Total stockholders’ equity (deficit) $ 5,000,003 $ (17,711,780 ) $ (12,711,777 )
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
for the three months ended June 30, 2021 As Previously Adjustment As Revised
Change in value of common stock subject to possible redemption $ 2,847,270 $ (2,847,270 ) $ —
Total stockholders’ equity (deficit) $ 5,000,006 $ (20,559,050 ) $ (15,559,044 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of the shares of Class A common stock reflected in the condensed balance sheetsGross proceeds $ 172,500,000
Less:
Proceeds allocated to the fair value of Public Warrants (6,210,000 )
Class A common stock issuance costs (9,527,789 )
Plus:
Accretion of carrying value to redemption value 15,737,789
Class A common stock subject to possible redemption $ 172,500,000
Schedule of basic and diluted net income (loss) per common shareThree Months Ended Nine Months Ended For the Period from July 31,
Class A Class B Class A Class B Class A Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted $ 820,102 $ 205,026 $ (224,555 ) $ (50,679 ) $ — $ (761 )
Denominator:
Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 16,615,809 4,291,820 — 3,750,000
Basic and diluted net income (loss) per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basisDescription Level September 30,
Assets:
Marketable securities held in Trust Account 1 $ 172,559,258
Liabilities:
Warrant Liability – Public Warrants 1 5,606,250
Warrant Liability – Private Placement Warrants 3 3,386,074
Schedule of provides quantitative information regarding Level 3 fair value measurementsAt As of
Stock price $ 9.64 $ 9.86
Strike price $ 11.50 $ 11.50
Volatility 14.1 % 12.7 %
Risk-free rate 0.56 % 0.93 %
Probability of Business Combination occurring 75 % 75 %
Dividend yield 0.0 % 0.0 %
Fair value of warrants $ 0.72 $ 0.65
Schedule of change in the fair value of warrant liabilitiesPrivate Placement Public Warrant Liabilities
Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000
Change in fair value (357,926 ) (1,380,000 ) (1,737,926 )
Transfer to Level 1 — (4,830,000 ) (4,830,000 )
Fair value as of September 30, 2021 3,386,074 — 3,386,074

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)Jan. 11, 2021Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds $ 172,500,000
Underwriting fees $ 3,450,000
Deferred underwriting fees6,037,500
Other offering costs $ 404,496
Net proceeds $ 172,500,000
Share unit price (in Dollars per share) $ 10
Fair market value, percentage80.00%
Public share (in Dollars per share) $ 10
Public share percentage15.00%
Public shares redeem percentage100.00%
Dissolution expenses $ 100,000
Offering price per share (in Dollars per share) $ (10)
Securities held in trust account $ 473,299
Working capital495,908
Deposits [Member]
Description of Organization and Business Operations (Details) [Line Items]
Amount held in trust account59,000
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs amount $ 9,891,996
Outstanding voting securities percentage50.00%
Net tangible assets $ 5,000,001
Securities [Member]
Description of Organization and Business Operations (Details) [Line Items]
Amount held in trust account172,559,258
Warrant [Member] | Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs amount $ 364,208
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)17,250,000
Per share unit (in Dollars per share) $ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)2,250,000
Per share unit (in Dollars per share) $ 10
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)5,200,000
Per share unit (in Dollars per share) $ 1
Gross proceeds $ 5,200,000

Revision of Previously Issued_3

Revision of Previously Issued Financial Statements (Details) - USD ($)9 Months Ended
Sep. 30, 2021Jan. 11, 2021
Revision of Previously Issued Financial Statements (Details) [Line Items]
Redemption value per share $ 9.86 $ 9.64
Net tangible assets $ 5,000,001
Class A Common Stock [Member]
Revision of Previously Issued Financial Statements (Details) [Line Items]
Redemption value per share $ 10

Revision of Previously Issued_4

Revision of Previously Issued Financial Statements (Details) - Schedule of the company’s financial statement - USD ($)Jun. 30, 2021Mar. 31, 2021Jan. 11, 2021
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption $ 152,875,910
Class A common stock196
Additional paid-in capital5,366,675
Accumulated deficit(367,299)
Total stockholders’ equity (deficit) $ 5,000,006 $ 5,000,003 5,000,003
Change in value of common stock subject to possible redemption2,847,270
Sale of 17,250,000 unites, net of underwriting discounts, initial value of public warrants and offering costs156,762,211
Common stock subject to possible redemption(154,788,220)
Accretion for Class A common stock to redemption amount
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption19,624,090
Class A common stock(196)
Additional paid-in capital(5,366,675)
Accumulated deficit(14,257,219)
Total stockholders’ equity (deficit)(20,559,050)(17,711,780)(19,624,090)
Change in value of common stock subject to possible redemption(2,847,270)
Sale of 17,250,000 unites, net of underwriting discounts, initial value of public warrants and offering costs(156,762,211)
Common stock subject to possible redemption154,788,220
Accretion for Class A common stock to redemption amount(15,737,789)
As Revised [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption172,500,000
Class A common stock
Additional paid-in capital
Accumulated deficit(14,624,518)
Total stockholders’ equity (deficit)(15,559,044)(12,711,777) $ (14,624,087)
Change in value of common stock subject to possible redemption
Sale of 17,250,000 unites, net of underwriting discounts, initial value of public warrants and offering costs
Common stock subject to possible redemption
Accretion for Class A common stock to redemption amount $ (15,737,789)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)9 Months Ended
Sep. 30, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Allocated issuance costs $ 9,891,996
Underwriting fees3,450,000
Deferred underwriting commissions6,037,500
Other offering costs404,496
Issuance of Class A shares amount9,527,789
Warrants amount issuance costs $ 364,208
Statutory tax rate percentage21.00%
Federal depository insurance coverage expense $ 250,000
Class A Common Stock
Summary of Significant Accounting Policies (Details) [Line Items]
Share subject to forfeiture (in Shares) | shares13,825,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of the shares of Class A common stock reflected in the condensed balance sheets9 Months Ended
Sep. 30, 2021USD ($)
Schedule of the shares of Class A common stock reflected in the condensed balance sheets [Abstract]
Gross proceeds $ 172,500,000
Less:
Proceeds allocated to the fair value of Public Warrants(6,210,000)
Class A common stock issuance costs(9,527,789)
Plus:
Accretion of carrying value to redemption value15,737,789
Class A common stock subject to possible redemption $ 172,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)2 Months Ended3 Months Ended9 Months Ended
Sep. 30, 2020Sep. 30, 2021Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss), as adjusted $ 820,102 $ (224,555)
Denominator:
Basic and diluted weighted average shares outstanding 17,250,000 16,615,809
Basic and diluted net income (loss) per common share $ 0.05 $ (0.01)
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss), as adjusted $ (761) $ 205,026 $ (50,679)
Denominator:
Basic and diluted weighted average shares outstanding3,750,000 4,312,500 4,291,820
Basic and diluted net income (loss) per common share $ 0 $ 0.05 $ (0.01)

Initial Public Offering (Detail

Initial Public Offering (Details)9 Months Ended
Sep. 30, 2021$ / sharesshares
Initial Public Offering (Details) [Line Items]
Public offering, descriptionEach Unit consists of one share of the Company’s Class A common stock and one-half
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A
common stock at an exercise price of $11.50 per whole share (see Note 7).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units17,250,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units2,250,000
Shares issued (in Dollars per share) | $ / shares $ 10

Private Placement Warrants (Det

Private Placement Warrants (Details)Sep. 30, 2021USD ($)$ / sharesshares
Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Sale of stock (in Shares) | shares5,200,000
Stock price per share $ 1
Aggregate purchase price (in Dollars) | $ $ 5,200,000
Class A Common Stock [Member]
Private Placement Warrants (Details) [Line Items]
Warrant exercise price $ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)1 Months Ended9 Months Ended
Sep. 25, 2020Sep. 30, 2021Jan. 11, 2021
Related Party Transactions (Details) [Line Items]
Share subject to forfeiture (in Shares)562,500
Working capital loan $ 1,500,000
Warrant price (in Dollars per share) $ 1
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid $ 25,000
Issued and outstanding shares percentage20.00%
Sponsors [Member]
Related Party Transactions (Details) [Line Items]
Founder shares, descriptionThe
Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier
to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if
the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other
similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock
for cash, securities or other property. 
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Expenses related to initial public offering $ 300,000
Borrowings outstanding $ 88,905
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Founder share (in Shares)4,312,500

Commitments and Contingencies (

Commitments and Contingencies (Details)Sep. 30, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred fee, price per unit | $ / shares $ 0.35
Deferred fee | $ $ 6,037,500

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity (Details) - USD ($)9 Months Ended
Sep. 30, 2021Dec. 31, 2020
Stockholders’ (Deficit) Equity (Details) [Line Items]
Preferred stock authorized (in Dollars) $ 1,000,000
Preferred stock par value (in Dollars per share) $ 0.0001
Shares outstanding percentage of initial public offering20.00%
Over-Allotment Option [Member]
Stockholders’ (Deficit) Equity (Details) [Line Items]
Common stock subject to forfeiture (in Dollars) $ 562,500
Class A Common Stock [Member]
Stockholders’ (Deficit) Equity (Details) [Line Items]
Common stock, shares authorized280,000,000 280,000,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock shares issued17,250,000
Common Stock, Other Shares, Outstanding17,250,000
Class B Common Stock [Member]
Stockholders’ (Deficit) Equity (Details) [Line Items]
Common stock, shares authorized20,000,000 20,000,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares issued4,312,500 4,312,500
Common stock, shares outstanding4,312,500 4,312,500

Warrant Liabilities (Details)

Warrant Liabilities (Details)9 Months Ended
Sep. 30, 2021$ / sharesshares
Warrant Liabilities (Details) [Line Items]
Warrant expire period5 years
Warrant redemption descriptionOnce
the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement
Warrants): 

 

in
whole and not in part;
 

 

at
a price of $0.01 per warrant;
 

 

upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and
  ●if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders.
Equity proceeds60.00%
Warrant exercise price $ 9.2
Newly issued price115.00%
Redemption trigger price $ 18
Market value issuance180.00%
Business Acquisition [Member]
Warrant Liabilities (Details) [Line Items]
Business combination price $ 9.2
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Public warrants outstanding | shares8,625,000
Private Placement [Member]
Warrant Liabilities (Details) [Line Items]
Public warrants outstanding | shares5,200,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) $ in Millions9 Months Ended
Sep. 30, 2021USD ($)
Fair Value Disclosures [Abstract]
Fair values of the Public Warrants $ 4.8

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basisSep. 30, 2021USD ($)
Level 1 [Member]
Assets:
Marketable securities held in Trust Account $ 172,559,258
Liabilities:
Warrant Liability – Public Warrants5,606,250
Level 3 [Member]
Liabilities:
Warrant Liability – Private Placement Warrants $ 3,386,074

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurementsJan. 11, 2021USD ($)$ / shares$ / itemSep. 30, 2021USD ($)$ / shares$ / item
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items]
Stock price (in Dollars per share) | $ / shares $ 9.64 $ 9.86
Strike price (in Dollars per Item) | $ / item11.5 11.5
Volatility14.10%12.70%
Risk-free rate0.56%0.93%
Dividend yield0.00%0.00%
Fair value of warrants (in Dollars) | $ $ 0.72 $ 0.65
Business Acquisition [Member]
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items]
Probability of Business Combination occurring75.00%75.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities9 Months Ended
Sep. 30, 2021USD ($)
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items]
Fair value, beginning balance
Initial measurement on January 11, 20219,954,000
Change in fair value(1,737,926)
Transfer to Level 1(4,830,000)
Fair value, ending balance3,386,074
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items]
Fair value, beginning balance
Initial measurement on January 11, 20213,744,000
Change in fair value(357,926)
Transfer to Level 1
Fair value, ending balance3,386,074
Public [Member]
Fair Value Measurements (Details) - Schedule of change in the fair value of warrant liabilities [Line Items]
Fair value, beginning balance
Initial measurement on January 11, 20216,210,000
Change in fair value(1,380,000)
Transfer to Level 1(4,830,000)
Fair value, ending balance