Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Affiliate, Collateralized Security [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-39767 | |
Entity Registrant Name | DD3 ACQUISITION CORP. II | |
Entity Central Index Key | 0001828957 | |
Entity Tax Identification Number | 85-3244031 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Pedregal 24 | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, Address Line Three | Interior 300 | |
Entity Address, City or Town | Mexico City | |
Entity Address, Country | MX | |
Entity Address, Postal Zip Code | 11040 | |
City Area Code | 52 (55) | |
Local Phone Number | 4340-1269 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
[custom:EntityAddressAddressLine4] | Colonia Molino del Rey | |
[custom:EntityAddressAddressLine5] | Del | |
[custom:EntityAddressAddressLine6] | Miguel Hidalgo | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |
Trading Symbol | DDMXU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | DDMX | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | DDMXW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,870,000 | |
Class B Common Stock [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,125,000 |
CONDENSED BALANCE SHEET (UNAUDI
CONDENSED BALANCE SHEET (UNAUDITED) | Jun. 30, 2021USD ($) |
Current assets | |
Cash | $ 385,909 |
Prepaid expenses | 167,534 |
Total Current Assets | 553,443 |
Cash and marketable securities held in Trust Account | 125,038,926 |
Total Assets | 125,592,369 |
Current liabilities | |
Accrued expenses | 163,140 |
Accrued offering costs | 0 |
Total Current Liabilities | 163,140 |
Warrant Liability | 286,750 |
Total Liabilities | 449,890 |
Class A common stock subject to possible redemption, 12,014,248 shares at redemption value | 120,142,476 |
Stockholders’ Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 855,752 issued and outstanding (excluding 12,014,248 shares subject to possible redemption) | 86 |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,125,000 shares issued and outstanding (1) | 312 |
Additional paid-in capital | 5,506,863 |
Accumulated deficit | (507,258) |
Total Stockholders’ Equity | 5,000,003 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 125,592,369 |
CONDENSED BALANCE SHEET (UNAU_2
CONDENSED BALANCE SHEET (UNAUDITED) (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 855,752 |
Common stock, shares outstanding | 855,752 |
Common stock subject to possible redemption | 12,014,248 |
Common Class B [Member] | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 3,125,000 |
Common stock, shares outstanding | 3,125,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 86,248 | $ 368,585 |
Loss from operations | (86,248) | (368,585) |
Other income (expense): | ||
Change in fair value of warrant liability | (96,200) | (177,600) |
Interest income (expense) on marketable securities held in Trust Account | (15,702) | 43,864 |
Unrealized gain (loss) on marketable securities held in Trust Account | 14,517 | (4,937) |
Other income (expense), net | (97,385) | (138,673) |
Net loss | $ (183,633) | $ (507,258) |
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption | 12,032,611 | 12,044,812 |
Basic and diluted net loss per share, Class A common stock subject to redemption | $ 0 | $ 0 |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 3,962,389 | 3,683,720 |
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.04) | $ (0.15) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance — March 31, 2021 at Sep. 30, 2020 | |||||
Beginning Balance (in Shares) at Sep. 30, 2020 | |||||
Issuance of Class B common stock to Sponsor(1) | $ 316 | 24,684 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 3,162,500 | ||||
Sale of 12,500,000 Units, net of underwriting discounts and offering costs | $ 1,250 | 122,032,638 | 122,033,888 | ||
Sale of 12,500,000 Units, net of underwriting discounts and offering costs (in Shares) | 12,500,000 | ||||
Sale of 370,000 Private Units, net of warrant liability | $ 37 | 3,590,813 | 3,590,850 | ||
Sale of 370,000 Private Units, net of warrant liability (in Shares) | 370,000 | ||||
Forfeiture of Founder Shares | $ (4) | 4 | |||
Forfeiture of Founder Shares (in Shares) | (37,500) | ||||
Class A common stock subject to possible redemption | $ (1,205) | (120,485,883) | (120,487,088) | ||
Class A common stock subject to possible redemption (in Shares) | (12,048,820) | ||||
Net loss | (162,645) | (162,645) | |||
Balance — June 30, 2021 at Dec. 31, 2020 | $ 82 | $ 312 | 5,162,256 | (162,645) | 5,000,005 |
Ending Balance (in Shares) at Dec. 31, 2020 | 821,180 | 3,125,000 | |||
Balance — March 31, 2021 at Sep. 30, 2020 | |||||
Beginning Balance (in Shares) at Sep. 30, 2020 | |||||
Net loss | (507,258) | ||||
Balance — June 30, 2021 at Jun. 30, 2021 | $ 86 | $ 312 | 5,506,863 | (507,258) | 5,000,003 |
Ending Balance (in Shares) at Jun. 30, 2021 | 855,752 | 3,125,000 | |||
Balance — March 31, 2021 at Dec. 31, 2020 | $ 82 | $ 312 | 5,162,256 | (162,645) | 5,000,005 |
Beginning Balance (in Shares) at Dec. 31, 2020 | 821,180 | 3,125,000 | |||
Net loss | (160,980) | (160,980) | |||
Change in value of Class A common stock subject to possible redemption | $ 2 | 160,976 | 160,978 | ||
Change in value of Class A common stock subject to possible redemption (in Shares) | 16,209 | ||||
Balance — June 30, 2021 at Mar. 31, 2021 | $ 84 | $ 312 | 5,323,232 | (323,625) | 5,000,003 |
Ending Balance (in Shares) at Mar. 31, 2021 | 837,389 | 3,125,000 | |||
Net loss | (183,633) | (183,633) | |||
Change in value of Class A common stock subject to possible redemption | $ 2 | 183,631 | 183,633 | ||
Change in value of Class A common stock subject to possible redemption (in Shares) | 18,363 | ||||
Balance — June 30, 2021 at Jun. 30, 2021 | $ 86 | $ 312 | $ 5,506,863 | $ (507,258) | $ 5,000,003 |
Ending Balance (in Shares) at Jun. 30, 2021 | 855,752 | 3,125,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) | 3 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | 12,500,000 |
Sale of private units | 370,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (507,259) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (43,864) |
Unrealized loss on marketable securities held in Trust Account | 4,937 |
Change in change in fair value of warrant liability | 177,600 |
Offering cost allocable to warrant liability | 396 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (167,534) |
Accrued expenses | 123,140 |
Net cash used in operating activities | (412,583) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (125,000,000) |
Net cash used in investing activities | (125,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to the Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 122,500,000 |
Proceeds from sale of Private Units | 3,700,000 |
Proceeds from promissory note – related party | 211,493 |
Repayment of promissory note – related party | (211,493) |
Payments of offering costs | (426,508) |
Net cash provided by financing activities | 125,798,492 |
Net Change in Cash | 385,909 |
Cash – Beginning | 0 |
Cash – Ending | 385,909 |
Non-Cash Investing and Financing Activities: | |
Offering costs included in accrued offering costs | 40,000 |
Reversal of offering costs included in accrued offering costs | (40,000) |
Initial classification of Class A common stock subject to possible redemption | 120,648,340 |
Change in value of Class A common stock subject to possible redemption | $ (505,864) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DD3 Acquisition Corp. II (the “Company”) was incorporated in Delaware on September 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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 June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on December 7, 2020. On December 10, 2020, the Company consummated the Initial Public Offering of 12,500,000 1,500,000 125,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 370,000 10.00 3,700,000 Transaction costs amounted to $ 2,966,508 2,500,000 466,508 Following the closing of the Initial Public Offering on December 10, 2020, an amount of $ 125,000,000 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 Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction 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. The Company will provide its 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 such Business Combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including 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. As a result, shares of common stock are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions 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 converting 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 Company’s Sponsor, initial stockholders, officers and directors have agreed (a) to waive their conversion rights with respect to any Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination or any amendment to the Amended and Restated Certificate of Incorporation prior thereto and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligations with respect to conversion rights as described in the Company’s final prospectus for its Initial Public Offering 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 convert their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. The Company will have until December 10, 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, 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 conversion 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 Company’s Sponsor, initial stockholders, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Company’s Sponsor, initial stockholders, officers or directors acquire 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. 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 Liquidity The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company become obligated to redeem a significant number of its Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available to it, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. Based on management’s analysis, the Company believes that it will have sufficient working capital and borrowing capacity to meet its need through the earlier of the consummation of a Business Combination or one year from the date the financial statements are issued. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. 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 10 of Regulation S-X of the Securities and Exchange Commission (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 final prospectus for its Initial Public Offering as filed with the SEC on December 10, 2020, as well as the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on February 16, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on December 11, 2020 and December 16, 2020. The interim results for the three months ended June 30, 2021 and for the period from September 30, 2020 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for period ended September 30, 2021 or for any future periods. The Company had no activity for the period ended September 30, 2020 (inception). Accordingly, the condensed balance sheet as of September 30, 2020 is not presented. 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. 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 June 30, 2021. Marketable Securities Held in Trust Account At June 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. 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 480. Shares of 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 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 Class A 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, at June 30, 2021, 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 balance sheet. Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the Company’s Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants are valued using a binomial lattice model. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 6,435,000 The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of net loss per common share. Net loss per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of basic and diluted net income (loss) per common share Three Months Ended June 30, 2021 For the Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ (11,794 ) $ 32,947 Net income allocable to Class A common stock subject to possible redemption $ (11,794 ) $ 32,947 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,040,671 12,044,812 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (183,633 ) $ (507,259 ) Net income allocable to Class A common stock subject to possible redemption 11,794 (32,947 ) Non-Redeemable Net Loss $ (171,839 ) $ (540,205 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 3,954,329 3,683,720 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) $ (0.15 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 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” (“ASC 820”), approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued 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 GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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 OFFERING | 9 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 12,500,000 1,500,000 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Jun. 30, 2021 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Forward Purchase Investors purchased an aggregate of 370,000 10.00 3,700,000 296,000 74,000 Certain funds affiliated with Baron Capital Group, Inc., which are members of the Sponsor, and MG Partners Multi-Strategy Fund LP (collectively, the “Forward Purchase Investors”) have entered into contingent forward purchase agreements with the Company as described in Note 6. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 13, 2020, the Sponsor purchased 2,875,000 25,000 287,500 3,162,500 412,500 20.0 375,000 37,500 3,125,000 The Company’s Sponsor, initial stockholders, officers and directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of one year after the date of the consummation of a Business Combination and the date on which the closing price of the Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing 150 days after a Business Combination, or earlier if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due from Sponsor As of December 10, 2020, the Company advanced the Sponsor an aggregate of $ 25,000 25,000 Administrative Services Agreement The Company entered into an agreement, commencing on December 7, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $ 10,000 30,000 70,000 50,000 Promissory Note — Related Party On October 13, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $ 150,000 105,747 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 officers and directors 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 10.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Agreement Pursuant to a registration rights agreement entered into on December 7, 2020, the holders of the Founder Shares, Private Units, Private Shares, Private Warrants, the units that may be issued upon conversion of Working Capital Loans, the shares of Class A common stock and the warrants issued as part of such units (and any shares of Class A common stock issuable upon the exercise of the Private Warrants and warrants included as part of the units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Private Units and units issued to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $ 0.20 2,500,000 Business Combination Marketing Agreement The Company engaged the underwriters as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the underwriters a cash fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5 Forward Purchase Agreements The Forward Purchase Investors entered into contingent forward purchase agreements with the Company as of November 17, 2020 and November 19, 2020, which provide for the purchase by the Forward Purchase Investors of an aggregate of up to 5,000,000 10.00 50,000,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 Class A Common Stock 100,000,000 0.0001 855,752 12,014,248 Class B Common Stock — 10,000,000 0.0001 3,125,000 Only holders of Class B common stock have the right to vote on the election of directors prior to a Business Combination. 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 stockholders, 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, or at any time prior thereto at the option of the holder, 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 excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 |
WARRANTS
WARRANTS | 9 Months Ended |
Jun. 30, 2021 | |
Warrants | |
WARRANTS | NOTE 8. WARRANTS 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) December 10, 2021. The Public Warrants will expire five years after the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants (excluding the Private Warrants and any warrants underlying units issued upon conversion of the Working Capital Loans): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the warrants. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it 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, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the 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 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 60 9.20 115 18.00 180 The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private 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 Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private 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 MEASUREMENTS | 9 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. 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 and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value on a recurring basis Description Level June 30, Assets: Marketable securities held in Trust Account 1 $ 125,038,926 Liabilities: Warrant Liability – Private Warrants 3 $ 286,750 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed balance sheet. The Private Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed statement of operations. The Private 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 is the expected volatility of the common stock. The expected volatility as of the valuation dates was implied from the Company’s own Public Warrant pricing. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability as of June 30, 2021: Schedule of quantitative information regarding level 3 fair value measurements of the warrant liability Risk-free interest rate 0.87 % Effective expiration date 12/07/2026 Dividend yield 0.00 % Expected volatility 22.25 % Exercise price $ 11.50 One-touch hurdle $ 18.15 Unit Price $ 9.92 The following table presents the changes in the fair value of Private Warrants: Schedule of changes in the fair value of private warrants Fair value as of September 30, 2020 (inception) $ — Initial classification on December 10, 2020 (Initial Public Offering) 109,150 Change in fair value 74,000 Fair value as of December 31, 2020 183,150 Change in fair value 7,400 Fair value as of March 31, 2021 $ 190,550 Change in fair value 96,200 Fair value as of June 30, 2021 $ 286,750 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended June 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. 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. On August 12, 2021, Codere Online Luxembourg, S.A. filed with the SEC a registration statement on Form F-4 (File No. 333-258759), which contains a preliminary proxy statement/prospectus, in connection with the Company’s previously announced proposed Business Combination with Codere Online. There can be no assurance as to whether or when such proposed Business Combination will be completed. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 10 of Regulation S-X of the Securities and Exchange Commission (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 final prospectus for its Initial Public Offering as filed with the SEC on December 10, 2020, as well as the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on February 16, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on December 11, 2020 and December 16, 2020. The interim results for the three months ended June 30, 2021 and for the period from September 30, 2020 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for period ended September 30, 2021 or for any future periods. The Company had no activity for the period ended September 30, 2020 (inception). Accordingly, the condensed balance sheet as of September 30, 2020 is not presented. |
Emerging Growth Company | 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | 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 June 30, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Class A Common Stock Subject to Possible Redemption | 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 480. Shares of 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 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 Class A 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, at June 30, 2021, 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 balance sheet. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the Company’s Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants are valued using a binomial lattice model. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 6,435,000 The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of net loss per common share. Net loss per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of basic and diluted net income (loss) per common share Three Months Ended June 30, 2021 For the Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ (11,794 ) $ 32,947 Net income allocable to Class A common stock subject to possible redemption $ (11,794 ) $ 32,947 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,040,671 12,044,812 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (183,633 ) $ (507,259 ) Net income allocable to Class A common stock subject to possible redemption 11,794 (32,947 ) Non-Redeemable Net Loss $ (171,839 ) $ (540,205 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 3,954,329 3,683,720 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) $ (0.15 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued 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 GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | Schedule of basic and diluted net income (loss) per common share Three Months Ended June 30, 2021 For the Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ (11,794 ) $ 32,947 Net income allocable to Class A common stock subject to possible redemption $ (11,794 ) $ 32,947 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,040,671 12,044,812 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (183,633 ) $ (507,259 ) Net income allocable to Class A common stock subject to possible redemption 11,794 (32,947 ) Non-Redeemable Net Loss $ (171,839 ) $ (540,205 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 3,954,329 3,683,720 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) $ (0.15 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Schedule of fair value on a recurring basis Description Level June 30, Assets: Marketable securities held in Trust Account 1 $ 125,038,926 Liabilities: Warrant Liability – Private Warrants 3 $ 286,750 |
Schedule of quantitative information regarding level 3 fair value measurements of the warrant liability | Schedule of quantitative information regarding level 3 fair value measurements of the warrant liability Risk-free interest rate 0.87 % Effective expiration date 12/07/2026 Dividend yield 0.00 % Expected volatility 22.25 % Exercise price $ 11.50 One-touch hurdle $ 18.15 Unit Price $ 9.92 |
Schedule of changes in the fair value of private warrants | Schedule of changes in the fair value of private warrants Fair value as of September 30, 2020 (inception) $ — Initial classification on December 10, 2020 (Initial Public Offering) 109,150 Change in fair value 74,000 Fair value as of December 31, 2020 183,150 Change in fair value 7,400 Fair value as of March 31, 2021 $ 190,550 Change in fair value 96,200 Fair value as of June 30, 2021 $ 286,750 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Dec. 10, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Affiliate, Collateralized Security [Line Items] | |||
Gross proceeds | $ 12,500,000,000 | ||
Sale of aggregate shares (in Shares) | 370,000 | ||
Transaction costs | 296,650,800 | ||
Underwriting fees | 250,000,000 | ||
Other offering costs | 46,650,800 | ||
Business combination tangible assets | $ 500,000,100 | ||
Public share (in Dollars per share) | $ 10 | ||
D D 3 Sponsor Group [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Sale of aggregate shares (in Shares) | 370,000 | ||
Sale of stock price per share (in Dollars per share) | $ 10 | ||
Private Placement [Member] | D D 3 Sponsor Group [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Gross proceeds | $ 370,000,000 | ||
Common Class A [Member] | IPO [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Stock issued during period new issues (in Shares) | 12,500,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Stock issued during period new issues (in Shares) | 1,500,000 | ||
Gross proceeds | $ 12,500,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Numerator: Earnings allocable to Class A common stock subject to possible redemption | ||
Interest earned on marketable securities held in Trust Account | $ (11,794) | $ 32,947 |
Net income allocable to Class A common stock subject to possible redemption | $ (11,794) | $ 32,947 |
Denominator: Weighted Average Class A common stock subject to possible redemption | ||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 12,040,671 | 12,044,812 |
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption | $ 0 | $ 0 |
Numerator: Net Loss minus Net Earnings | ||
Net loss | $ (183,633) | $ (507,259) |
Net income allocable to Class A common stock subject to possible redemption | 11,794 | (32,947) |
Non-Redeemable Net Loss | $ (171,839) | $ (540,205) |
Denominator: Weighted Average Non-redeemable Common stock | ||
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock | 3,954,329 | 3,683,720 |
Basic and diluted net loss per share, Non-redeemable Common stock | $ (0.04) | $ (0.15) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Jun. 30, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Antidilutive shares | shares | 6,435,000 |
Federal depository insurance coverage | $ | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Dec. 10, 2020 | Jun. 30, 2021 |
Affiliate, Collateralized Security [Line Items] | ||
Share price, per share | $ 10 | |
Common Class A [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Share price, per share | $ 11.50 | |
Common Class A [Member] | IPO [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Number of new stock issued | 12,500,000 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Number of new stock issued | 1,500,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Sale of stock, number of shares issued in transaction | 370,000 | |
Sale of stock, consideration received on transaction (in Dollars) | $ 250,000,000 | |
D D 3 Sponsor Group [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Sale of stock, number of shares issued in transaction | 370,000 | |
Sale of stock, price per share (in Dollars per share) | $ 10 | |
Sale of stock, consideration received on transaction (in Dollars) | $ 370,000,000 | |
SponsorMember | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Sale of stock, number of shares issued in transaction | 296,000 | |
ForwardPurchaseInvestorsMember | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Sale of stock, number of shares issued in transaction | 74,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jan. 11, 2021 | Dec. 10, 2020 | Dec. 07, 2020 | Oct. 13, 2020 | Jun. 30, 2021 | Jun. 30, 2021 |
Affiliate, Collateralized Security [Line Items] | ||||||
Aggregate of founder shares issued and outstanding (in Shares) | 3,125,000 | |||||
Aggregate of shares subject to forfeiture (in Shares) | 412,500 | |||||
Converted basis percentage | 20.00% | |||||
Founder shares (in Shares) | 375,000 | |||||
Subject to forfeiture and founder shares (in Shares) | 37,500 | |||||
Prepaid expenses | $ 25,000 | |||||
Outstanding balance | $ 25,000 | |||||
Sponsor total | $ 10,000 | |||||
Administrative expense | $ 30,000 | $ 70,000 | ||||
Accrued expenses | 50,000 | |||||
Working capital loans | $ 150,000 | $ 150,000 | ||||
Business combination entity price (in Dollars per share) | $ 10 | $ 10 | ||||
UnsecuredPromissoryNoteMember | ||||||
Affiliate, Collateralized Security [Line Items] | ||||||
Repayment of promissory note | $ 105,747 | |||||
Principal amount | $ 1,500,000 | |||||
Common Class B [Member] | ||||||
Affiliate, Collateralized Security [Line Items] | ||||||
Sponsor purchased shares (in Shares) | 2,875,000 | |||||
Aggregate price | $ 25,000 | |||||
Stock dividend (in Shares) | 287,500 | |||||
Aggregate of founder shares issued and outstanding (in Shares) | 3,162,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 10, 2020 | Nov. 19, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Underwriting discount, per share | $ 0.20 | |||
Aggregate payable of initial public offering | $ 250,000,000 | |||
Gross proceeds of initial public offering, percentage | 3.50% | |||
Sale of private units | 370,000 | |||
Share price, per share | $ 10 | |||
Gross proceeds | $ 12,500,000,000 | |||
ForwardPurchaseInvestorsMember | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Sale of private units | 74,000 | |||
ForwardPurchaseAgreementMember | ForwardPurchaseInvestorsMember | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Sale of private units | 5,000,000 | |||
Gross proceeds | $ 5,000,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Jun. 30, 2021$ / sharesshares |
Class of Stock [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 855,752 |
Common stock, shares outstanding | 855,752 |
Common stock subject to possible redemption | 12,014,248 |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 3,125,000 |
Common stock, shares outstanding | 3,125,000 |
Business combination percentage | 20.00% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 9 Months Ended |
Jun. 30, 2021$ / shares | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Business combination issue, price per share | $ 9.20 |
Aggregate gross proceeds | 60.00% |
Exercise price of warrants | 115.00% |
Redemption trigger price of warrants, per share | $ 18 |
Redemption trigger price of warrants, percentage | 180.00% |
Insurance Contracts Acquired in Business Combination [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Business combination issue, price per share | $ 9.20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | Jun. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability - Private Warrants | $ 286,750 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | 125,038,926 |
Fair Value, Inputs, Level 3 [Member] | PrivateWarrantsMember | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability - Private Warrants | $ 286,750 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements of the warrant liability | 9 Months Ended |
Jun. 30, 2021$ / shares | |
Fair Value Disclosures [Abstract] | |
Risk-free interest rate | 0.87% |
Effective expiration date | Dec. 7, 2026 |
Dividend yield | 0.00% |
Expected volatility | 22.25% |
Exercise price | $ 11.50 |
One-touch hurdle | 18.15 |
Unit Price | $ 9.92 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of private warrants - Private Placement [Member] - USD ($) | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Fair value, Ending Balance | $ 190,550 | $ 183,150 | |
Initial classification on December 10, 2020 (Initial Public Offering) | 109,150 | ||
Change in fair value | 96,200 | 7,400 | 74,000 |
Fair value, Ending Balance | $ 286,750 | $ 190,550 | $ 183,150 |